MINNEAPOLIS--(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.
Click
here to subscribe to Mobile Alerts for Northern Oil and Gas.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180921005594/en/
Northern Oil and Gas, Inc.
Nicholas O’Grady, 952-476-9800
Chief
Financial Officer
ir@northernoil.com
Source: Northern Oil and Gas, Inc.
Released September 21, 2018