Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”
or “Northern”) announced today the commencement of a consent
solicitation (the “Consent Solicitation”) to solicit the consent of
holders of its outstanding Senior Secured Second Lien Notes due
2023 (the “Senior Secured Notes”) for amendments to the indenture
governing the Senior Secured Notes (the “Indenture”) (the “Proposed
Amendments”).
MANAGEMENT COMMENT
“We have already significantly reduced our total debt
outstanding in 2020,” commented Chad Allen, Northern’s Chief
Financial Officer. “Our proposed amendments to the Senior Secured
Notes would improve our flexibility to work with noteholders to
continue to further reduce debt levels and interest expense.”
AMENDMENT & CONSENT
The Proposed Amendments would amend the Indenture to remove in
its entirety the “no partial inducements” covenant and allow the
Company to offer consideration to any holder or group of holders of
Notes as an inducement to any consent to amend the Indenture
without offering to pay such consideration to all holders of the
Notes.
The Consent Solicitation will expire at 5:00 p.m., New York City
time, on July 15, 2020, or such later time and date to which the
solicitation is extended or earlier terminated (the “Expiration
Time”). Consents with respect to the Senior Secured Notes may not
be revoked after the Expiration Time. The Consent Solicitation is
contingent upon the satisfaction of certain conditions, including,
without limitation, the receipt of consents of holders of at least
a majority of the aggregate principal amount of the Senior Secured
Notes outstanding (excluding any Senior Secured Notes held by the
Company or its affiliates) to the Proposed Amendments by the
Expiration Time. If any of the conditions to the Consent
Solicitation is not satisfied, the Company is not obligated to
accept any consent in the Consent Solicitation and may, in its sole
discretion, terminate, extend or amend the Consent
Solicitation.
Subject to the terms and conditions of the Consent Solicitation,
upon receipt of consents of holders of more than 50% of the
aggregate principal amount of outstanding Senior Secured Notes
(excluding any Senior Secured Notes held by the Company or its
affiliates) to the Proposed Amendments, holders of Senior Secured
Notes who validly deliver (and do not validly revoke) their
consents prior to the Expiration Time (each such Holder a
“Consenting Holder”) will receive consent consideration equal to
$1.00 per $1,000 in principal amount of Senior Secured Notes held
by such Consenting Holder (the “Consent Fee”). The payment of the
Consent Fee is subject to the terms and conditions of the Consent
Solicitation.
The complete terms and conditions of the Consent Solicitation
are set forth in the Consent Solicitation Statement that is being
sent to the holders of the Senior Secured Notes.
Ipreo LLC is acting as the information agent and tabulation
agent for the Consent Solicitation. Questions regarding the Consent
Solicitation and requests for copies of the Consent Solicitation
Statements may be directed to Ipreo LLC at (888) 593-9546 (toll
free) or by email to ipreo-consentSolicitation@ihsmarkit.com.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation or sale will be made in any jurisdiction in which such
an offer, solicitation or sale would be unlawful. None of the
Company, the solicitation agent or the information and tabulation
agent, makes any recommendation as to whether holders should
deliver consents to the Proposed Amendments. Each holder must make
its own decision as to whether or not to deliver consents to the
Proposed Amendments.
ABOUT NORTHERN OIL AND GAS
Northern Oil and Gas, Inc. is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana. More information
about Northern Oil and Gas, Inc. can be found at www.NorthernOil.com.
SAFE HARBOR
This press release contains forward-looking statements regarding
future events and future results that are subject to the safe
harbors created under the Securities Act of 1933 (the “Securities
Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).
All statements other than statements of historical facts included
in this release regarding the Company’s preliminary financial
condition and results of operations, business strategy, plans and
objectives of management for future operations, industry
conditions, indebtedness covenant compliance, timing and benefits
of pending acquisitions, and related issuances of common stock are
forward-looking statements. When used in this release,
forward-looking statements are generally accompanied by terms or
phrases such as “estimate,” “project,” “predict,” “believe,”
“expect,” “continue,” “anticipate,” “target,” “could,” “plan,”
“intend,” “seek,” “goal,” “will,” “should,” “may” or other words
and similar expressions that convey the uncertainty of future
events or outcomes. Items contemplating or making assumptions about
actual or potential future production and sales, market size,
collaborations, and trends or operating results also constitute
such forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond the
Company’s control) that could cause actual results to differ
materially from those set forth in the forward-looking statements,
including the following: changes in crude oil and natural gas
prices, the pace of drilling and completions activity on the
Company’s current properties and properties pending acquisition,
the Company’s ability to acquire additional development
opportunities, changes in the Company’s reserves estimates or the
value thereof, general economic or industry conditions, nationally
and/or in the communities in which the Company conducts business,
changes in the interest rate environment, legislation or regulatory
requirements, conditions of the securities markets, the Company’s
ability to consummate any pending acquisition transactions, other
risks and uncertainties related to the closing of pending
acquisition transactions, the Company’s ability to raise or access
capital, changes in accounting principles, policies or guidelines,
financial or political instability, acts of war or terrorism, and
other economic, competitive, governmental, regulatory and technical
factors affecting the Company’s operations, products, services and
prices. Additional information concerning potential factors that
could affect future financial results is included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, as
updated from time to time in amendments and subsequent reports
filed with the SEC.
The Company has based these forward-looking statements on its
current expectations and assumptions about future events. While
management considers these expectations and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks, contingencies
and uncertainties, most of which are difficult to predict and many
of which are beyond the Company’s control. The Company does not
undertake any duty to update or revise any forward-looking
statements, except as may be required by the federal securities
laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20200702005058/en/
Mike Kelly, CFA EVP Finance 952-476-9800
mkelly@northernoil.com
Northern Oil and Gas (AMEX:NOG)
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