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): September 30, 2014
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
| Minnesota | 001-33999 | 95-3848122 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
315 Manitoba Avenue – Suite 200 Wayzata, Minnesota | 55391 |
| (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 (see General Instruction A.2. below):
| | 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)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 30, 2014, Northern Oil and Gas, Inc. (the “Company”) entered into a Borrowing Base Redetermination (the “Redetermination”) under its third amended and restated credit agreement, dated February 28, 2012, as amended (the “Credit Agreement”), governing the Company’s revolving credit facility with Royal Bank of Canada, as Administrative Agent, and the 13 lenders party thereto. Pursuant to the Redetermination, the Company’s borrowing base under the credit facility has been increased from $500 million to $550 million. The next redetermination of the borrowing base is scheduled for April 1, 2015.
The Redetermination is included as exhibit 10.1 to this Form 8-K, and the foregoing description is qualified by reference to such exhibit.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On October 1, 2014, the Company issued a press release regarding the foregoing, a copy of which is furnished as exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | | Description |
| | | |
| | 10.1 | | Borrowing Base Redetermination, dated September 30, 2014, by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto. |
| | 99.1 | | Press release of Northern Oil and Gas, Inc., dated October 1, 2014. |
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: October 1, 2014 | NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Executive Vice President, General Counsel and Secretary |
EXHIBIT INDEX
| | Description |
| | | |
| | 10.1 | | Borrowing Base Redetermination, dated September 30, 2014, by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto. |
| | 99.1 | | Press release of Northern Oil and Gas, Inc., dated October 1, 2014. |
