UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2019

NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
001-3399995-3848122
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

601 Carlson Parkway, Suite 990
Minnetonka, Minnesota
55305
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code   (952) 476-9800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001NOGNYSE American
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Item 1.01.  Entry into a Material Definitive Agreement.

On November 8, 2019, Northern Oil and Gas, Inc. entered into an amendment (the “Amendment”) to its Amended and Restated Credit Agreement, dated October 5, 2018 (the “Credit Agreement”), governing the Company’s revolving credit facility with Royal Bank of Canada, as administrative agent, and the lenders party thereto. Pursuant to the Amendment, the Credit Agreement has been amended to (i) adjust the maximum ratio of total net debt to EBITDAX (as defined in the Credit Agreement) that the Company is permitted to maintain as of the end of any fiscal quarter to 3.75 to 1.00, and (ii) adjust the minimum current ratio (as defined in the Credit Agreement) that the Company is required to maintain as follows: 0.85 to 1.00 as of September 30, 2019; 0.65 to 1.00 as of December 31, 2019; 0.90 to 1.00 as of March 31, 2020; and 1.00 to 1.00 as of any subsequent fiscal quarter end.

A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Amendment in this report is a summary and is qualified in its entirety by the terms of the Amendment.


Item 2.02. Results of Operations and Financial Condition.

On November 12, 2019, Northern Oil and Gas, Inc. issued a press release announcing 2019 third quarter financial and operating results. A copy of the press release is furnished as Exhibit 99.1 hereto.


Item 9.01. Financial Statements and Exhibits.

Exhibit NumberDescription
  Fourth Amendment to the Amended and Restated Credit Agreement, dated November 8, 2019, by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto.
  Press release of Northern Oil and Gas, Inc., dated November 12, 2019.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 12, 2019
NORTHERN OIL AND GAS, INC.
By /s/ Erik J. Romslo
Erik J. Romslo
Executive Vice President, General Counsel and Secretary