Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”)
today announced the early tender results of its previously
announced cash tender offer (the “Offer”) for any and all of its
outstanding 8.50% Senior Secured Second Lien Notes due 2023 (the
“Notes”). The terms and conditions of the Offer and the
Solicitation (as defined below) are set forth in the Company’s
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”).
According to information provided by D.F. King & Co, Inc.,
the Information Agent and Tender Agent for the Offer, $272,086,378
aggregate principal amount of Notes, or 94.6% of the total
outstanding Notes, were validly tendered and not validly withdrawn
at or prior to 5:00 p.m., New York City time, on February 17, 2021
(the “Early Tender and Consent Date”), pursuant to the Offer.
Because the withdrawal deadline relating to the Offer expired
immediately after the Early Tender and Consent Date, these Notes,
as well as any subsequently tendered Notes, may not be
withdrawn.
Subject to the satisfaction or waiver of the conditions to the
Offer, including the Financing Condition (as defined below), the
Company expects to accept for purchase on February 18, 2021 (the
“Early Settlement Date”) all Notes validly tendered and not validly
withdrawn at or prior to the Early Tender and Consent Date. Holders
of Notes accepted for purchase will receive the “Total
Consideration” of $1,030 per $1,000 principal amount of Notes
tendered, plus accrued and unpaid interest from and including the
last interest payment date up to, but excluding, the Early
Settlement Date.
As previously announced, the Offer is contingent on, among other
things, the Company’s consummation, on terms and conditions
satisfactory to the Company, of the concurrent bond offering
announced on February 3, 2021 (the “Concurrent Offering”) and the
receipt of net proceeds therefrom sufficient to purchase the Notes
tendered in the Offer and to pay the fees and expenses related
thereto (the “Financing Condition”). The Concurrent Offering is
expected to close on February 18, 2021, subject to customary
closing conditions.
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”) to the indenture
governing the Notes (the “Indenture”) that would, among other
things, eliminate substantially all restrictive covenants and
certain of the default provisions contained in the Indenture.
Holders of Notes who validly tendered and did not validly withdraw
their Notes at or prior to the Early Tender and Consent Date are
deemed to have consented to the Proposed Amendments. Because
consents of the holders of at least a majority of the aggregate
principal amount of the outstanding Notes were received as of the
Early Tender and Consent Date, the Company expects that it and
Wilmington Trust, National Association, as trustee and as
collateral agent under the Indenture, will execute and deliver a
supplemental indenture to the Indenture implementing the Proposed
Amendments promptly following the satisfaction or waiver of the
conditions to the Offer, including the Financing Condition. Subject
to the satisfaction or waiver of such conditions, it is expected
that the Proposed Amendments will become operative on the Early
Settlement Date. Upon becoming operative, the Proposed Amendments
will apply to all holders of the Notes.
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 Offer. 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 the Company, the Dealer Manager and Solicitation Agent,
the Tender Agent and Information Agent, the trustee under the
Indenture 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/20210217006037/en/
Mike Kelly, CFA Chief Strategy Officer (952) 476-9800
ir@northernoil.com
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