Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”)
today announced that it has commenced a cash tender offer (the
“Offer”) for any and all of its outstanding 8.50% Senior Secured
Second Lien Notes due 2023 (the “Notes”), upon the terms and
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated as of February 3, 2021 (as it may be
amended or supplemented from time to time, the “Statement”). The
Offer will expire at 11:59 p.m., New York City time, on March 3,
2021, unless extended or earlier terminated (as such time may be
extended, the “Expiration Time”).
Holders who validly tender (and do not validly withdraw) their
Notes at or prior to 5:00 p.m., New York City time, on February 17,
2021 (the “Early Tender and Consent Date”), and whose Notes are
accepted for purchase, will be entitled to receive total
consideration equal to $1,030 per $1,000 principal amount of Notes
accepted for purchase, which includes an early tender premium of
$30 per $1,000 principal amount of the Notes (the “Early Tender
Premium”). Holders who tender Notes at or prior to 5:00 p.m., New
York City time, on February 17, 2021 (the “Withdrawal Deadline”)
may withdraw such tender at any time at or prior to the Withdrawal
Deadline. Tenders of Notes may not be withdrawn after the
Withdrawal Deadline, even with respect to Notes tendered after the
Withdrawal Deadline, except in certain limited circumstances where
additional withdrawal rights are required by law.
Holders who validly tender (and do not validly withdraw) their
Notes after the Early Tender and Consent Date but at or prior to
the Expiration Time, and whose Notes are accepted for purchase,
will be entitled to receive the tender consideration equal to
$1,000 per $1,000 principal amount of Notes accepted for purchase.
Holders who tender their Notes after the Early Tender and Consent
Date will not receive the Early Tender Premium.
Payments for Notes purchased will include accrued and unpaid
interest from and including the last interest payment date up to,
but excluding, the applicable settlement date accepted for
purchase. Provided the conditions to the Offer, including the
Financing Condition (as defined below), have been satisfied or
waived, settlement for Notes tendered at or prior to the Early
Tender and Consent Date and accepted for purchase is expected to
occur on February 19, 2021, and settlement for Notes tendered after
the Early Tender and Consent Date but at or prior to the Expiration
Time and accepted for purchase is expected to occur on March 5,
2021.
In connection with the Offer, the Company is soliciting consents
(the “Solicitation”) from the holders of the Notes for certain
proposed amendments (the “Proposed Amendments”) that would, among
other things, eliminate substantially all restrictive covenants and
certain of the default provisions contained in the indenture
governing the Notes. A tender of Notes under the procedures
described in the Statement will constitute the consent of such
Holder to the Proposed Amendments. Holders may not deliver consents
without also tendering their Notes. The Proposed Amendments require
that the Company accept for payment validly tendered and not
validly withdrawn Notes representing at least a majority of the
aggregate principal amount of the Notes then outstanding to become
effective. The Solicitation is being made pursuant to the
Statement, which more fully sets forth the terms and conditions of
the Solicitation.
The Offer is contingent upon, among other things, the Company’s
consummation, on terms and conditions satisfactory to the Company,
of the concurrent bond offering announced today (the “Concurrent
Offering”) and the receipt of net proceeds therefrom sufficient to
purchase the Notes tendered in the Offer and the fees and expenses
related thereto (the “Financing Condition”). The Offer is not
conditioned on any minimum amount of Notes being tendered. The
Offer or the Solicitation may be amended, extended or terminated,
and any condition with respect thereto may be waived by the Company
in its sole discretion. There is no assurance that the Offer will
be subscribed for in any amount.
AVAILABLE DOCUMENTS AND OTHER DETAILS
BofA Securities is acting as Dealer Manager for the Offer and
Solicitation Agent for the Solicitation. Questions regarding the
Offer or the Solicitation may be directed to BofA Securities, Inc.
at (980) 388-3646. D.F. King & Co., Inc. is acting as
Information Agent and Tender Agent for the Solicitation. Requests
for copies of the Statement may be directed to D.F. King by
telephone at (800) 901-0068 or by email at NOG@dfking.com.
None of Company, the Dealer Manager and Solicitation Agent, the
Tender Agent and Information Agent, the trustee under the indenture
governing the Notes or any of their respective affiliates is making
any recommendation as to whether Holders should tender any Notes in
response to the Offer and the Solicitation. Holders must make their
own decision as to whether to participate in the Offer and the
Solicitation and, if so, the principal amount of Notes as to which
action is to be taken.
This press release is for information purposes only, and does
not constitute an offer to sell, a solicitation to buy or an offer
to purchase or sell any securities. Neither this press release nor
the Statement is an offer to sell or a solicitation of an offer to
buy debt securities in the Concurrent Offering or any other
securities. The Offer and Solicitation are not being made in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction.
ABOUT NORTHERN OIL AND GAS
Northern Oil and Gas, Inc. is a company with a primary strategy
of investing in non-operated minority working and mineral interests
in oil & gas properties, with a core area of focus in the
premier basins within the United States.
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, as amended, and
the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts included in this press
release, are forward-looking statements, including, but not limited
to, statements regarding the Company’s plans and expected timing
with respect to the Offer and the Solicitation. When used in this
press 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 properties and properties pending acquisition; the
Company’s ability to acquire additional development opportunities;
potential or pending acquisition transactions; the Company’s
ability to consummate its recently announced acquisition, the
anticipated timing of such consummation, and any anticipated
financing transactions in connection therewith; the projected
capital efficiency savings and other operating efficiencies and
synergies resulting from the Company’s acquisition transactions;
integration and benefits of property acquisitions or the effects of
such acquisitions on the Company’s cash position and levels of
indebtedness; changes in the Company’s reserves estimates or the
value thereof; disruptions to the Company’s business due to
acquisitions and other significant transactions; 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 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 and prices;
and the COVID-19 pandemic and its related economic repercussions
and effect on the oil and natural gas industry. Additional
information concerning potential factors that could affect future
financial results is included in the section entitled “Item 1A.
Risk Factors” and other sections of the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2019 and the
Company’s Quarterly Report on Form 10-Q for the fiscal quarters
ended March 31, 2020, June 30, 2020 and September 30, 2020, as
updated from time to time in amendments and subsequent reports
filed with the SEC, which describe factors that could cause the
Company’s actual results to differ from those set forth in the
forward looking statements.
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/20210203005970/en/
Mike Kelly, CFA EVP, Finance 952-476-9800 ir@northernoil.com
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