Northern Oil and Gas Announces Proposed Aggregate $500 Million Private Offering of Senior Notes
February 03 2021 - 4:19PM
Business Wire
Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”)
today announced that it intends to offer for sale (the “Offering”)
in a private placement under Rule 144A and Regulation S of the
Securities Exchange Act of 1933, as amended (the “Securities Act”),
to eligible purchasers, $500.0 million in aggregate principal
amount of new senior notes due 2028 (the “New Notes”).
The Company intends to use the net proceeds from the Offering to
(i) fund a portion of the cash purchase price for the Company’s
recently announced pending acquisition of certain non-operated
natural gas assets in the Appalachian Basin from Reliance Marcellus
LLC (the “Reliance Acquisition”), (ii) repay a portion of the
outstanding borrowings under its revolving credit facility, (iii)
repurchase or redeem all of its outstanding 8.50% Senior Secured
Second Lien Notes due 2023 (the “2023 Notes”), (iv) repay in full
its outstanding senior unsecured promissory note due 2022, and (v)
pay all accrued and unpaid interest due in connection with such
repurchases, repayments and redemptions and all related premiums
and transaction expenses. The Company intends to use any remaining
net proceeds for general corporate purposes, which may include
further repayment of a portion of the outstanding borrowings under
its revolving credit facility.
The consummation of the Offering is not conditioned upon the
completion of the Reliance Acquisition, and the consummation of the
Offering is not a condition to the completion of the Reliance
Acquisition.
The New Notes to be offered will not be registered under the
Securities Act or under any state or other securities laws, and the
New 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 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 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. This press
release does not constitute a notice of redemption under the
optional redemption provisions of the indenture governing the 2023
Notes.
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 and the Securities
Exchange Act of 1934 (the “Exchange Act”). 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 to issue the New Notes 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: 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, including the
Reliance Acquisition; the Company’s ability to consummate the
Reliance 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 Reliance 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;
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/20210203005969/en/
Mike Kelly, CFA EVP, Finance (952) 476-9800
ir@northernoil.com
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