Northern Oil and Gasoline Broadcasts Takeover Supply and Request for Consent
Northern Oil and Gasoline, Inc. (NYSE American: NOG) (the “Firm”) introduced as we speak that it has launched a money tender provide (the “Supply”) for all of its senior notes. 8.50% senior assured rank excellent due 2023 (the “Notes”), in accordance with the phrases and circumstances set out within the Supply to Buy and the Declaration of Solicitation of Consent, dated February 3, 2021 (as that it could be amended or supplemented now and again, the “declaration”). The Supply will expire at 11:59 pm New York time on March 3, 2021, except prolonged or terminated earlier (this time could also be prolonged, the “Expiration Time”).
Holders who validly deposit (and don’t validly withdraw) their Notes by 5:00 p.m. New York time on February 17, 2021 (the “Early Submission and Consent Date”), and whose Notes are accepted upon buy, can be entitled to obtain complete consideration equal to $ 1,030 per $ 1,000 principal quantity of Notes accepted for buy, which incorporates an early deposit premium of $ 30 per $ 1,000. Principal Quantity of the Notes (the “Early Deposit Premium”). Holders who deposit Notes on or earlier than 5:00 pm New York time on February 17, 2021 (the “Withdrawal Deadline”) could withdraw this provide at any time on or earlier than the Withdrawal Deadline. Ticket gives might not be withdrawn after the withdrawal deadline, even for Notes deposited after the withdrawal deadline, besides in sure restricted circumstances the place further withdrawal rights are required by regulation.
Holders who validly deposit (and don’t validly withdraw) their Notes after the Early Deposit and Consent Date however on or earlier than the Expiry Time, and whose Notes are accepted for buy, can be entitled obtain a bid consideration equal to $ 1,000 per $ 1,000. principal quantity of tickets accepted for buy. Holders who deposit their Notes after the Early Submission and Consent Date is not going to obtain the Early Deposit Premium.
Funds for Notes bought will embody accrued and unpaid curiosity from and together with the final curiosity cost date, however excluding the relevant settlement date accepted upon buy. Topic to the circumstances of the Supply, together with the Funding Situation (as outlined beneath), have been met or waived, cost for Notes deposited on or earlier than the Early Deposit and Consent Date and accepted buy is anticipated to happen on February 19, 2021. and settlement for Notes deposited after the Early Deposit and Consent Date, however no later than the Expiration Time and accepted for buy, is anticipated to happen on March 5, 2021.
In reference to the Supply, the Firm is searching for the consents (the “Solicitation”) of the holders of the Notes for sure Proposed Amendments (the “Proposed Amendments”) which, amongst different issues, would remove considerably all the covenants and sure provisions defaults contained within the indenture governing the Notes. A deposit of Notes in accordance with the procedures described within the Declaration will represent the consent of such Holder to the Proposed Amendments. Holders can not situation consents with out additionally depositing their Notes. The Proposed Amendments require the Firm to just accept cost for validly deposited and invalidly withdrawn Notes representing at the very least the vast majority of the combination principal quantity of the Notes then excellent to change into efficient. The solicitation is made in accordance with the assertion, which additional units out the phrases and circumstances of the solicitation.
The Supply is topic, amongst different issues, to the completion by the Firm, on phrases passable to the Firm, of the simultaneous bond provide introduced as we speak (the “Competing Supply”) and to the receipt of ample web proceeds to buy the Contributed Tickets. within the Supply and the associated prices and bills (the “Funding Situation”). The Supply isn’t conditional on the deposit of a minimal quantity of Notes. The Supply or Solicitation could also be modified, prolonged or terminated, and any situation relating thereto could also be waived by the Firm in its sole discretion. There will be no assurance that the Supply can be subscribed for for any quantity.
AVAILABLE DOCUMENTS AND OTHER DETAILS
BofA Securities is appearing as broker-manager for the provide and solicitation agent for the solicitation. Questions relating to the Supply or Solicitation could also be directed to BofA Securities, Inc. at (980) 388-3646. DF King & Co., Inc. is appearing as the knowledge agent and bidding agent for the solicitation. Requests for copies of the Assertion will be directed to DF King by phone at (800) 901-0068 or by e-mail at [email protected]
Neither the Firm, nor the Seller Supervisor and Solicitation Agent, nor the Submission Agent and Data Agent, nor the Trustee beneath the Observe Indenture, nor any of their respective associates, do advice as as to whether Holders ought to deposit Notes in response to the Supply and Solicitation. Holders ought to make their very own choice as to their participation within the provide and solicitation and, if relevant, the principal quantity of the Notes as to the motion to be taken.
This press launch is for informational functions solely and doesn’t represent a proposal to promote, a solicitation to purchase or a proposal to purchase or promote any securities. Neither this press launch nor the Assertion constitutes a proposal to promote or a solicitation of a proposal to purchase any debt securities beneath the concurrent providing or every other safety. The Supply and Solicitation aren’t made in a jurisdiction by which its completion or acceptance wouldn’t adjust to securities legal guidelines, blue sky or different legal guidelines of that jurisdiction.
ABOUT NORTHERN OIL AND GAS
Northern Oil and Gasoline, Inc. is an organization whose main technique is to spend money on minority and unexploited mining pursuits in oil and gasoline properties, with a main focus space within the main basins of the US.
This press launch accommodates forward-looking statements relating to future occasions and future outcomes that are topic to the safety guidelines created beneath the Securities Act of 1933, as amended, and the Securities Change Act of 1934, as amended. All statements, aside from statements of historic truth included on this press launch, are forward-looking statements, together with, however not restricted to, statements relating to the plans of the corporate and the anticipated timeline with respect to the provide and solicitation. When used on this press launch, forward-looking statements are usually accompanied by phrases or phrases similar to “estimate”, “challenge”, “predict”, “imagine”, “count on”, “proceed” , “Anticipate”, “goal”, “” may “,” plan “,” intend “,” search “,” purpose “,” need “,” ought to “,” could “or different phrases and comparable expressions that replicate the uncertainty of future occasions or outcomes. Gadgets considering or making assumptions about precise or potential future manufacturing and gross sales, market measurement, collaborations and traits or working outcomes represent additionally such forward-looking statements.
Ahead-looking statements contain inherent dangers and uncertainties, in addition to essential elements (lots of that are past the management of the corporate) that would trigger precise outcomes to vary materially from these set forth in forward-looking statements, together with the next: adjustments in crude oil and pure gasoline costs; the tempo of drilling and completion exercise on the Firm’s properties and properties pending acquisition; the corporate’s capability to amass further growth alternatives; potential or ongoing acquisition transactions; the Firm’s capability to finish its lately introduced acquisition, the anticipated timing of this achievement and any deliberate financing transactions on this regard; projected capital effectivity financial savings and different effectivity good points and working synergies ensuing from the Firm’s acquisition transactions; the mixing and advantages of property acquisitions or the results of such acquisitions on the Firm’s money place and debt ranges; adjustments in estimates of the Firm’s reserves or their worth; disruptions to the enterprise of the Firm attributable to acquisitions and different vital transactions; normal financial or industrial circumstances, nationally and / or within the communities by which the Firm operates; adjustments within the rate of interest setting, laws or regulatory necessities; the circumstances of the securities markets; the corporate’s capability to lift or entry capital; adjustments in accounting ideas, insurance policies or tips; monetary or political instability, acts of struggle or terrorism and different financial, aggressive, governmental, regulatory and technical elements affecting the operations, merchandise and costs of the Firm; and the COVID-19 pandemic and its associated financial impression and results on the oil and gasoline trade. Further info relating to potential elements that would have an effect on future monetary outcomes is included within the part entitled “Merchandise 1A. Danger Components ”and in different sections of the Firm’s Annual Report on Kind 10-Okay for the fiscal yr ended December 31, 2019 and the Firm’s Quarterly Report on Kind 10-Q for the quarters ended March 31, 2020 , June 30, 2020 and September 30, 2020, up to date now and again in subsequent amendments and experiences filed with the SEC, which describe elements that would precise outcomes differ from these set forth in forward-looking statements.
The corporate has primarily based these forward-looking statements on its present expectations and assumptions relating to future occasions. Whereas administration considers these expectations and assumptions to be affordable, they’re inherently topic to vital enterprise, financial, aggressive, regulatory and different dangers, contingencies and uncertainties, most of that are tough to foretell and plenty of of that are past the management of the society. The Firm assumes no obligation to replace or revise forward-looking statements, besides as required by federal securities legal guidelines.
See the supply model on businesswire.com: https://www.businesswire.com/information/residence/20210203005970/en/
Mike Kelly, CFA
Govt Vice President, Finance