Northern Oil and Gas Announces Pricing of Previously Announced Private Offering of Senior Secured Second Lien Notes
September 21 2018 - 5:04PM
Business Wire
Northern Oil and Gas, Inc. (NYSE American: NOG) (“Northern”
or the “Company”) today announced that it has priced its previously
announced private placement under Rule 144A and Regulation S of the
Securities Exchange Act of 1933, as amended (the “Securities Act”),
to eligible purchasers of $350 million in aggregate principal
amount of additional 8.50% Senior Secured Second Lien Notes due
2023 (the “New Senior Secured Notes”) at an offering price equal to
104% of par. The Company intends to use the net proceeds from this
offering combined with borrowings under its expected new revolving
credit facility to repay borrowings outstanding under its term loan
credit facility, redeem its remaining outstanding unsecured notes
and the remainder, if any, for general corporate purposes. The
offering is expected to close on October 5, 2018, subject to the
satisfaction of customary closing conditions.
The New Senior Secured Notes will not be registered under the
Securities Act or under any state or other securities laws, and the
New Senior Secured Notes will be issued pursuant to an exemption
therefrom, and may not be offered or sold within the United States,
or to or for the account or benefit of any U.S. Person, absent
registration or an applicable exemption from registration
requirements.
The New Senior Secured Notes are being offered only to persons
who are either reasonably believed to be “qualified institutional
buyers” under Rule 144A or who are non-“U.S. persons” under
Regulation S as defined under applicable securities laws.
This news release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy the securities described herein, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale of these securities would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction.
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.
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 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, 2017, 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/20180921005594/en/
Northern Oil and Gas, Inc.Nicholas O’Grady, 952-476-9800Chief
Financial Officerir@northernoil.com
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