NOG Announces Pricing of an Upsized Private Offering of Senior Notes
08 Maio 2023 - 5:11PM
Business Wire
Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”)
today announced that it has priced an upsized private placement
(the “Offering”) under Rule 144A and Regulation S of the Securities
Act of 1933, as amended (the “Securities Act”), to eligible
purchasers, of $500.0 million in aggregate principal amount of new
8.750% senior notes due 2031 (the “New Notes”) at an offering price
equal to 98.568% of par. The Offering is expected to close on May
15, 2023, subject to the satisfaction of customary closing
conditions.
The Company intends to use the net proceeds from the Offering
for general corporate purposes, including repayment of a portion of
the outstanding borrowings under its revolving credit facility.
The New Notes 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.
ABOUT NORTHERN OIL AND GAS
NOG is a company with a primary strategy of investing in
non-operated minority working and mineral interests in oil &
gas properties, with focus on the premier hydrocarbon producing
basins within the contiguous United States.
SAFE HARBOR
This press release contains forward-looking statements regarding
future events and the Company’s future results that are subject to
the safe harbors created under the Securities Act and the
Securities Exchange Act of 1934, as amended. 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 expected closing date of the Offering 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, sales,
market size, collaborations, cash flows, 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;
infrastructure constraints and related factors affecting the
Company’s properties; cost inflation or supply chain disruptions;
ongoing legal disputes over, and potential shutdown of, the Dakota
Access Pipeline; the Company’s ability to acquire additional
development opportunities, potential or pending acquisition
transactions, the projected capital efficiency savings and other
operating efficiencies and synergies resulting from the Company’s
acquisition transactions, integration and benefits of property
acquisitions, 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; disruption 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; risks
associated with the Company’s 3.625% convertible senior notes due
2029 (the “Convertible Notes”), including the potential impact that
the Convertible Notes may have on the Company’s financial position
and liquidity, potential dilution, and that provisions of the
Convertible Notes could delay or prevent a beneficial takeover of
the Company; the potential impact of the capped call transactions
undertaken in tandem with the Convertible Notes issuance, including
counterparty risk; increasing attention to environmental, social
and governance matters; 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; cyber-incidents could
have a material adverse effect on the Company’s business, financial
condition or results of operations; changes in accounting
principles, policies or guidelines; events beyond the Company’s
control, including a global or domestic health crisis, acts of
terrorism, political or economic instability or armed conflict in
oil and gas producing regions; and other economic, competitive,
governmental, regulatory and technical factors affecting the
Company’s operations, products and prices.
The Company has based any forward-looking statements on its
current expectations and assumptions about future events. While the
Company’s 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.
Accordingly, results actually achieved may differ materially from
expected results described in these statements. Forward-looking
statements speak only as of the date they are made. You should
consider carefully the statements under the heading “Risk Factors”
in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2022, as updated by the Company’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2023. The Company does
not undertake, and specifically disclaims, any obligation to update
any forward-looking statements to reflect events or circumstances
occurring after the date of such statements, other than as may be
required by applicable law or regulation.
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version on businesswire.com: https://www.businesswire.com/news/home/20230508005673/en/
Evelyn Leon Infurna Vice President of Investor Relations (952)
476-9800 ir@northernoil.com
Northern Oil and Gas (NYSE:NOG)
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