Northern Oil and Gas, Inc. Announces Pricing of Public Offering of Common Stock
February 04 2021 - 7:09PM
Business Wire
Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”)
announced today that it has priced its previously announced
underwritten public offering of 12,500,000 shares of its common
stock at a price to the public of $9.75 per share (the “Offering”).
The Company has granted the underwriters a 30-day option to
purchase up to an additional 1,875,000 shares of its common stock.
The Offering is expected to close on February 9, 2021, subject to
the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering to
partially fund the cash purchase price of the Company’s recently
announced pending acquisition of certain non-operated natural gas
assets in the Appalachian Basin from Reliance Marcellus, LLC (the
“Reliance Acquisition”). The consummation of the Offering is not
conditioned upon the completion of the Reliance Acquisition and the
consummation of the Offering is not a condition to the completion
of the Reliance Acquisition. If the Reliance Acquisition is not
consummated, the Company intends to use the net proceeds of the
Offering to repay or redeem outstanding indebtedness and for
general corporate purposes.
BofA Securities is acting as representative of the underwriters
and is a joint book-running manager for the Offering. RBC Capital
Markets, Wells Fargo Securities, Citigroup and Truist Securities
are also serving as joint book-running managers for the Offering.
The Offering is being made only by means of a prospectus supplement
and the accompanying base prospectus, which was filed as part of an
effective shelf registration statement filed with the Securities
and Exchange Commission on Form S-3. Copies of the preliminary
prospectus supplement and accompanying base prospectus relating to
the Offering, as well as copies of the final prospectus supplement,
once available, may be obtained on the Securities and Exchange
Commission’s website at www.sec.gov or by contacting BofA
Securities by e-mail at dg.prospectus_requests@bofa.com; RBC
Capital Markets, Attention: Equity Capital Markets, 200 Vesey
Street, New York, NY 10281, by telephone at 877-822-4089 or by
email at equityprospectus@rbccm.com; Wells Fargo Securities, 500
West 33rd Street, New York, New York 10001, Attention: Equity
Syndicate Department (fax no: (212) 214-5918); Citigroup, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717 (Tel: 800-831-9146); and Truist Securities, Inc., 3333
Peachtree Road NE, 9th Floor, Atlanta, Georgia 30326, Attention:
Prospectus Department, Email:
truistsecurities.prospectus@Truist.com.
This press release does not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale 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 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 (the “Securities
Act”) and the Securities Exchange Act of 1934. 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 expected closing date of the Offering
and the anticipated use of the net proceeds therefrom. 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, including the
Reliance Acquisition; the Company’s ability to consummate the
Reliance 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,
including the Reliance Acquisition, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210204006157/en/
Mike Kelly, CFA EVP, Finance 952-476-9800 ir@northernoil.com
Northern Oil and Gas (AMEX:NOG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Northern Oil and Gas (AMEX:NOG)
Historical Stock Chart
From Apr 2023 to Apr 2024