Northern Oil and Gas, Inc. Announces Pricing of Public Offering of Common Stock
June 16 2021 - 10:30PM
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 5,000,000 shares of its common
stock at a price to the public of $17.50 per share (the
“Offering”). The Company has granted the underwriters a 30-day
option to purchase up to an additional 750,000 shares of its common
stock. The Offering is expected to close on June 21, 2021, subject
to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering
and, to the extent necessary, cash on hand and/or borrowings under
its revolving credit facility to fund the cash purchase price of
the Company’s recently announced pending acquisition of certain
non-operated oil and gas properties and interests located in the
Permian Basin (the “Permian Acquisition”). Pending the use of
proceeds as described above, the Company may temporarily apply a
portion of the net proceeds from the Offering to repay outstanding
borrowings under its revolving credit facility. The consummation of
the Offering is not conditioned upon the completion of the Permian
Acquisition and the consummation of the Offering is not a condition
to the completion of the Permian Acquisition. If the Permian
Acquisition is not consummated, the Company intends to use the net
proceeds of the Offering for general corporate purposes, which may
include the repayment of outstanding indebtedness.
Wells Fargo Securities is acting as lead book-running manager
for the Offering. The Offering will be 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 (“SEC”) 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 SEC’s website at www.sec.gov or by contacting Wells
Fargo Securities, Attention: Equity Syndicate Department, 500 West
33rd Street, New York, New York, 10001, at (800) 326-5897 or
emailing a request to cmclientsupport@wellsfargo.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, 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 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: the effects of the COVID-19 pandemic and
related economic slowdowns; changes in crude oil and natural gas
prices; the pace of drilling and completions activity on the
Company’s properties and properties pending acquisition;
infrastructure constraints and related factors affecting the
Company’s properties; ongoing legal disputes over and potential
shutdown of the Dakota Access Pipeline; the Company’s ability to
acquire additional development opportunities; potential or pending
acquisition transactions, including the Permian Acquisition; the
Company’s ability to consummate the Permian 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
Permian 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; and financial or political
instability, health related epidemics, acts of war or terrorism,
and other economic, competitive, governmental, regulatory and
technical factors affecting the Company’s operations, products and
prices. 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, 2020 and the Company’s Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2021, 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. You are urged not to
place undue reliance on these forward‑looking statements, which
speak only as of the date they are made. Except as may be required
by applicable law or regulation, the Company does not undertake,
and specifically disclaims, any obligation to update any
forward‑looking statements to reflect events or circumstances
occurring after the date of such statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20210616006049/en/
Mike Kelly, CFA Chief Strategy Officer 952-476-9800
ir@northernoil.com
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