Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”)
today announced the expiration and final 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”).
The Offer and the Solicitation expired at 11:59 p.m., New York
City time, on March 3, 2021 (the “Expiration Time”) and no tenders
submitted after the Expiration Date are valid. According to
information provided by D.F. King & Co, Inc., the Information
Agent and Tender Agent for the Offer, $1,002 aggregate principal
amount of Notes were validly tendered after 5:00 p.m., New York
City time, on February 17, 2021 (the “Early Tender and Consent
Date”), but at or prior to the Expiration Time, pursuant to the
Offer.
The Company expects to accept for purchase all such Notes and
the settlement thereof is expected to occur on March 5, 2021 (the
“Final Settlement Date”). Holders of Notes accepted for purchase
will receive the “Tender Offer Consideration” of $1,000 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 Final Settlement Date.
The early results of the Offer were previously announced in the
press release dated February 17, 2021. On February 18, 2021 (the
“Early Settlement Date”), the Company purchased $272,086,378
aggregate principal amount of Notes, or 94.6% of the
then-outstanding Notes, which were validly tendered and not validly
withdrawn at or prior to the Early Tender and Consent Date, in
accordance with the Statement.
In connection with the Offer, the Company also solicited
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. All
tenders of Notes under the procedures described in the Statement
constituted the consent of the holder thereof 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, on the Early
Settlement Date, the Company and Wilmington Trust, National
Association, as trustee and as collateral agent under the
Indenture, executed and delivered a supplemental indenture to the
Indenture implementing the Proposed Amendments. The Proposed
Amendments became operative on the Early Settlement Date and apply
to all holders of the Notes.
AVAILABLE DOCUMENTS AND OTHER DETAILS
BofA Securities acted 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. acted 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 made any
recommendation as to whether Holders should tender any Notes in
response to the Offer and the Solicitation.
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. The Offer and Solicitation were
not 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. 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/20210304005788/en/
Mike Kelly, CFA Chief Strategy Officer (952) 476-9800
ir@northernoil.com
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