The Schedule 13D filed on December 8, 2014 by TRT Holdings, Inc. (
TRT Holdings
), Cresta Investments, LLC (
Cresta Investments
), Cresta Greenwood, LLC (
Cresta Greenwood
) and Robert B. Rowling (
Mr. Rowling
and, collectively with TRT Holdings, Cresta Investments and Cresta Greenwood, the
Reporting Persons
) relating to the common stock, par value $0.001 per share (the
Common Stock
), of Northern Oil and Gas, Inc., a Minnesota corporation (the
Issuer
), as amended by Amendment No. 1 filed on January 5, 2015, Amendment No. 2 filed on December 11, 2015, Amendment No. 3 filed on January 15, 2016, Amendment No. 4 filed on January 22, 2016, Amendment No. 5 filed on February 5, 2016, Amendment No. 6 filed on February 16, 2016, Amendment No. 7 filed on February 24, 2016, Amendment No. 8 filed on August 11, 2016, Amendment No. 9 filed on January 27, 2017 and Amendment No. 10 filed on October 20, 2017 (the
Schedule 13D
), is hereby amended and supplemented as set forth below by this Amendment No. 11 to the Schedule 13D.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented with the following:
On November 13, 2017, certain of the Reporting Persons and certain other holders (collectively, the
Cooperating Noteholders
) of the Issuers 8.00% senior notes due June 1, 2020 (the
Notes
) entered into a Cooperation Agreement (the
Cooperation Agreement
). Collectively, the Cooperating Noteholders hold more than 69% of the aggregate outstanding principal amount of the Notes. Pursuant to the Cooperation Agreement, the Cooperating Noteholders agreed, among other things, not to pursue, enter into, support or vote in favor of any potential financing, recapitalization, debt exchange, debt buyback, asset sale, reorganization and/or restructuring transaction involving the Company and the Notes that is not supported by the Cooperating Noteholders. The Cooperation Agreement also prohibits each Cooperating Noteholder from, directly or indirectly, transferring any of its Notes to the Issuer or any of the Issuers affiliates.
Notwithstanding the Cooperation Agreement, the Reporting Persons do not have, and it is the intent of the Reporting Persons that the Cooperation Agreement shall not constitute, an agreement, arrangement, understanding or relationship with any other person for purposes of acquiring, holding, voting, or disposing of any securities issued by the Issuer or any affiliate of the Issuer, other than the Notes, including the Common Stock or other equity securities (collectively, the
Other Securities
) or taking derivative positions relating to any Other Securities. In connection with the Cooperation Agreement, the Reporting Persons are only acting in their capacity as holders of Notes and do not constitute a group for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the
Exchange Ac
t), or for any other purpose, with any other person. The Reporting Persons expressly disclaim beneficial ownership of any Other Securities beneficially owned by any other Cooperating Noteholder. The Reporting Persons may take any action, in their sole discretion, with respect to any Other Securities beneficially owned by the Reporting Persons and in their capacity as holders of such Other Securities independent of the Reporting Persons obligations under the Cooperation Agreement.
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