Northern Oil and Gas Announces Proposed Aggregate $350 Million Private Offering of Senior Secured Second Lien Notes
Northern Oil and Gas, Inc. (NYSE American: NOG) (“Northern” or the
“Company”) today announced that it intends to offer for sale 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, $350 million in aggregate principal amount of additional
8.50% Senior Secured Second Lien Notes due 2023 (the “New Senior Secured
Notes”).
The Company intends to use the net proceeds from this private placement
to repay borrowings outstanding under its term loan credit facility and
the remainder, if any, for general corporate purposes. The offering is
subject to, among other conditions, the supplemental indenture entered
into on September 18, 2018 becoming operative prior to the closing of
the offering for New Senior Secured Notes.
The New Senior Secured Notes to be offered 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.
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