MINNEAPOLIS--(BUSINESS WIRE)--
Northern Oil and Gas, Inc. (“Northern”) (NYSE American: NOG) today
announced the successful completion of its previously announced consent
solicitation with respect to its outstanding 8.50% senior secured second
lien notes due 2023 (the “Senior Secured Notes”). In addition, Northern
has entered into two final, separately negotiated exchange agreements
with institutional holders of its 8% senior unsecured notes due 2020,
representing further debt reduction of $23.4 million in exchange for
common stock.
CONSENT SOLICITATION
In connection with its previously announced consent solicitation (the
“Consent Solicitation”) with respect to the Company’s outstanding Senior
Secured Notes, it has received the consents (“Consents”) from holders of
100% of the aggregate principal amount of the Senior Secured Notes
outstanding (the “Requisite Consents”) to, among other things, (a) amend
the indenture governing the Senior Secured Notes (the “Indenture”) to
(i) incorporate customary mechanics for the issuance of additional
Senior Secured Notes thereunder; (ii) provide for the entry into a new
revolving credit facility; (iii) permit the Company to make certain
restricted payments; and (iv) incorporate updates to the reporting,
debt, hedging, investments and additional collateral covenants and (b)
permit certain corresponding changes to the related intercreditor
agreement (the “Proposed Amendments”), subject to the terms and
conditions described in the Consent Solicitation Statement dated
September 11, 2018 (the “Consent Solicitation Statement”). The Consent
Solicitation expired at 5:00 p.m., New York City time, on September 17,
2018 (the “Expiration Date”).
Accordingly, the Company expects to execute a supplemental indenture
(the “Supplemental Indenture”) to the Indenture, effecting the Proposed
Amendments. The Company expects to make the payment of the aggregate
cash payment equal to $0.015 per $1.00 principal amount of Senior
Secured Notes (the “Consent Payment”) on or around October 10, 2018. The
Supplemental Indenture will only become operative upon the payment of
the Consent Payment. The Company’s obligation to accept and pay holders
the Consent Payment for valid and unrevoked Consents to the Proposed
Amendments with respect to the applicable series of Notes is subject to
the terms and conditions described in the Consent Solicitation Statement.
RBC Capital Markets is the solicitation agent for the Consent
Solicitation. Ipreo LLC is acting as the information agent and
tabulation agent for the Consent Solicitation. Questions regarding the
Consent Solicitation may be directed to RBC Capital Markets by phone at
(877) 381-2099 (toll free) or (212) 618-7843 (collect) or by e-mail at liability.management@rbccm.com.
Requests for Consent Solicitation Statements may be directed to Ipreo
LLC at (866) 406-2283 (toll free) or by email to consent@ipreo.com.
DEBT EXCHANGES
On September 14, 2018, Northern entered into two final, separately
negotiated exchange agreements with institutional holders of its 8%
senior unsecured notes due 2020 (the “Notes”). The new agreements,
together, represent a debt reduction of $23,351,000 par value of Notes
in exchange for 7,500,825 shares of common stock to be issued to the
holders on or about September 19, 2018. Both holders have agreed to a
limited thirteen month lock-up period, subject to certain exceptions,
with the potential for additional cash payments depending on future
share price performance.
Northern has previously announced similar exchanges since June 2018
totaling $77.15 million in principal amount of Notes, many of which
provided for potential additional consideration depending on Northern’s
stock price performance. Due to strong stock price performance,
approximately 40% of the shares issued in such exchanges have been sold
and are no longer subject to any potential additional consideration.
Based on Northern’s current share price, any potential additional
consideration due to such exchange agreements would equate to a value of
less than $2 million.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer, solicitation or
sale will be made in any jurisdiction in which such an offer,
solicitation or sale would be unlawful.
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. More information about Northern Oil and
Gas, Inc. can be found at www.NorthernOil.com.
The information on the website has been provided as a convenience, and
the information contained on such website is not incorporated by
reference into this press release.
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.
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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 18, 2018