| Item 1.01. | Entry into a Material Definitive Agreement. |
W Resources Acquisition
On July 27, 2018, Northern Oil and Gas, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with WR Operating LLC (“Seller”), pursuant to which the Company has agreed to acquire, effective as of July 1, 2018, certain oil and gas properties and interests (the “Assets”). Upon closing under the Purchase Agreement, Seller will receive initial consideration of $100.0 million in cash and 56,371,899 shares of common stock. The cash portion of the initial consideration is subject to adjustment resulting frompre- and post-effective date revenue and expense allocation and procedures relating to customary title and environmental matters.
The obligations of the parties to complete the transactions contemplated by the Purchase Agreement are subject to the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreement. Upon termination of the Purchase Agreement under specified circumstances, generally relating to a failure by the Company to close or fulfill in any material respect any of its obligations under the Purchase Agreement, the Company would be required to forfeit to the Seller a cash deposit in the amount of $20.0 million.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified by, the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
The Purchase Agreement has been included with this report to provide investors and security holders with information regarding the terms of the transactions contemplated therein. It is not intended to provide any other factual information about the Company, the Seller or the Assets. The representations, warranties, covenants and agreements contained in the Purchase Agreement, which are made only for purposes of the agreement and as of specific dates, are solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Company security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Sellers, or the Assets. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 2.02. | Results of Operations and Financial Condition. |
On July 31, 2018, the Company issued a press release announcing the entry into the Purchase Agreement and certain preliminary estimated results of operations for the quarter ended June 30, 2018. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
Under the Purchase Agreement, the Company has agreed to issue 56,371,899 shares of common stock (the “Initial Shares”) at closing and may in the future issue up to a maximum of 2,669,937 additional shares of its common stock (the “Additional Shares” and, together with the Initial Shares, the “Shares”), representing a total number of shares not to exceed 19.9% of the number of shares of common stock issued and outstanding as of July 27, 2018. The Additional Shares would be issued only if the Company elects to use shares of its common stock to satisfy certain monthly payment obligations that may arise based on the average daily volume weighted average price of a share of the Company’s common stock as measured against specified reference prices for 12 of the 13 calendar months following closing.
The Shares will serve as partial consideration for the acquisition of the Assets and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to a limited number of persons who are “accredited investors” or “sophisticated persons” as those terms are defined in Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. None of the Shares have been registered under the Securities Act, or applicable state securities laws and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.
