Northern Oil and Gas, Inc. (NYSE American: NOG) (“Northern” or
the “Company”) today announced that, in connection with the
Company’s previously announced exchange and tender offers (the
“Offers”) and solicitation of consents (the “Consent Solicitation”)
to certain amendments (the “Proposed Amendments”) to the indenture
governing the Company’s 8.50% Senior Secured Second Lien Notes due
2023 (the “Notes”), the Company has entered into support
agreements, including the previously announced backstop agreement,
with certain holders of Notes (the “Supporting Noteholders”),
representing 71.3% of the outstanding aggregate principal amount of
the Notes, pursuant to which the Supporting Noteholders have
agreed, subject to certain conditions, to consent to the Proposed
Amendments.
The Company also announced that it is modifying certain of the
Proposed Amendments to, among other things, (1) make changes to the
provisions relating to the payment of interest in kind, (2) retain
certain covenants and (3) make updates to the restricted payments
builder basket and certain other covenants and related definitions.
The Proposed Amendments are set forth in Supplement No. 3, dated
November 11, 2019, to the Confidential Exchange and Tender Offer
Statement and Consent Solicitation Statement and Offering
Memorandum, dated October 21, 2019 (as supplemented from time to
time, and as it may be further supplemented and amended from time
to time, the “Offering Memorandum”).
The Company also announced that it has extended the deadline for
holders of Notes to validly withdraw Notes tendered in the Offers,
or validly revoke consents delivered in the Consent Solicitation,
to 5:00 p.m., New York City time, on November 14, 2019.
AVAILABLE DOCUMENTS AND OTHER DETAILS
D.F. King & Co., Inc. (“DF King”) is the Exchange and Tender
Agent for the exchange offer and tender offer and the Information
Agent for the Consent Solicitation. Holders may obtain copies of
the Offering Memorandum and Supplement No. 3 from DF King by
telephone at (800) 967-4617 or by email at NOG@dfking.com.
The complete terms and conditions of the Offers are set forth in
the Offering Memorandum. This announcement is for informational
purposes only and is not an offer to purchase, or the solicitation
of an offer to sell, the Notes or any other security of the
Company. The Offers may only be made pursuant to the terms of the
Offering Memorandum. The Offers are not being made, and consents
are not being solicited, 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 jurisdictions.
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, as amended, and
the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this release
regarding Northern’s financial position, business strategy, plans
and objectives of management for future operations, industry
conditions, and indebtedness covenant compliance 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 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
Northern’s control) that could cause actual results to differ
materially from those set forth in the forward-looking statements,
including the following: Northern’s ability to complete the
transactions described in this press release, changes in crude oil
and natural gas prices, the pace of drilling and completions
activity on Northern’s properties, Northern’s ability to acquire
additional development opportunities, changes in Northern’s
reserves estimates or the value thereof, general economic or
industry conditions, nationally and/or in the communities in which
Northern conducts business, changes in the interest rate
environment, legislation or regulatory requirements, conditions of
the securities markets, Northern’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 Northern’s operations, products, services and
prices.
Northern 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 Northern’s control. These and other applicable
risks and uncertainties have been described more fully in
Northern’s Annual Report on Form 10-K filed with the SEC on March
18, 2019 and in Northern’s subsequent SEC filings. Northern 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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Nicholas O’Grady President and Chief Financial Officer (952)
476-9800 ir@northernoil.com
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