Northern Oil and Gas, Inc. Announces Launch of Consent Solicitation to Holders of its Senior Secured Second Lien Notes Due 2023 and Launch of a New Senior Secured Credit Facility
- The Proposed Amendments to the Indenture will allow for entry into the new Credit Facility and permit the issuance of additional Senior Secured Notes.
$425 millionCredit Facility and additional Senior Secured Note capacity will provide increased liquidity and financial flexibility to support the continued consolidation of non-operated assets in the Williston Basin.
- Retirement of the current first lien facility will lower Northern’s cost of capital, increase free cash flow and allow Northern to pay down additional debt in the future.
“The outstanding progress year-to-date is allowing us to return to
traditional sources of lower cost financing sooner than planned,”
commented Northern’s Chief Executive Officer,
“This new Credit Facility, combined with our pending acquisitions, will
lead to a substantially improved balance sheet as we exit 2018. We
expect this to lower our cost of capital, increase future free cash flow
and allow us to more efficiently allocate capital as we continue to
evaluate additional consolidation opportunities,” commented Northern’s
Chief Financial Officer,
AMENDMENT & CONSENT
The Proposed Amendments would, among other items, (a) amend the Indenture to (i) incorporate customary mechanics for the issuance of additional Senior Secured Notes thereunder; (ii) provide for the entry into a new 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 Consent Solicitation will expire at
Subject to the terms and conditions of the Consent Solicitation, upon
receipt of consents of holders of more than 50% of the aggregate
principal amount of outstanding Senior Secured Notes (excluding any
Senior Secured Notes held by the Company or its affiliates) to the
Proposed Amendments, holders of Senior Secured Notes who validly deliver
(and do not validly revoke) their consents prior to the Expiration Time
(each such Holder a “Consenting Holder”) will receive consent
consideration equal to
The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement that is being sent to the holders of the Senior Secured Notes.
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. None of the Company, the solicitation agent or the information and tabulation agent, makes any recommendation as to whether holders should deliver consents to the Proposed Amendments.Each holder must make its own decision as to whether or not to deliver consents to the Proposed Amendments.
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 preliminary 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
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.
Northern Oil and Gas, Inc.
Nicholas O’Grady, 952-476-9800
Chief Financial Officer