Exhibit 10.1
Execution Version
PREFERRED STOCK PURCHASE AND SALE AGREEMENT
This PREFERRED STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of November 21, 2019 by and among Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and each of the other signatories hereto (each, a “Purchaser” and together, the “Purchasers,” and, together with the Company, the “parties”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Backstop Agreement (as defined below).
WHEREAS, as of the date hereof, the Purchasers are the beneficial holders of certain 8.5% Senior Secured Second Lien Notes due 2023 (the “Notes”) issued by the Company, pursuant to that certain Indenture dated as of May 15, 2018 (as supplemented from time to time, the “Indenture”), by and among the Company and Wilmington Trust, National Association, as trustee and collateral agent;
WHEREAS, on October 21, 2019, the Company commenced (i) an exchange offer (the “Exchange Offer”) to eligible holders of Notes to exchange up to $70,754,716 in aggregate principal amount of Notes for 6.5% Series A Perpetual Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”) and (ii) an offer to eligible holders of Notes that elect to participate in the Exchange Offer to subscribe to purchase additional shares of Preferred Stock (the “Subscription Offer” and, together with the Exchange Offer, the “Offers”). In connection with the Offers, the Company entered into a backstop commitment agreement, dated October 21, 2019 (the “Backstop Agreement”), with the Purchasers, whereby each Purchaser has agreed to (i) exchange a principal amount of Notes equal to such Purchaser’s Pro Rata Portion of the Exchange Offer Shortfall for shares of Preferred Stock and (ii) pay its respective Backstop Purchase Price in respect of such Purchaser’s Pro Rata Portion of the Unsubscribed Preferred Stock;
WHEREAS, as of the expiration of the offers at 11:59 p.m., New York City time, the Exchange Offer Shortfall was equal to $24,856,551 aggregate principal amount of Notes, and there were 421,246 shares of Unsubscribed Preferred Stock;
WHEREAS, the Purchasers, in satisfaction of their commitments under the Backstop Agreement, desire to exchange $24,856,551 aggregate principal amount of Notes (the “Shortfall Notes”) for 263,477 shares of Preferred Stock (the “Exchange Shortfall Preferred Stock”) and to purchase an aggregate of 421,246 shares of Preferred Stock (the “Subscription Shortfall Preferred Stock”) for $42,124,600 (the “Shortfall Purchase Price”); and
WHEREAS, the Company desires to exchange the Exchange Shortfall Preferred Stock for the Shortfall Notes and to sell the Subscription Shortfall Preferred Stock to the Purchasers for the Shortfall Purchase Price.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained in this Agreement, the parties hereto agree as follows:
| | 1. | Closing. The consummation of the transactions related to the Exchange Offer (the “Exchange Closing”) and the transactions related to the Subscription Offer (the “Subscription Closing” and together with the Exchange Closing, the “Closings”) shall take place at the office of Kirkland & Ellis LLP, 609 Main Street, Houston, TX 77002, or at such place as the parties may mutually agree, in the case of the Subscription Closing, on November 22, 2019, and in the case of the Exchange Closing, on November 25, 2019, or such other time as the parties may mutually agree (such date, as applicable, the “Closing Date”). |
| | 2. | Exchange of Notes for Preferred Stock. Upon the terms and subject to the conditions herein, in consideration of the exchange of the Shortfall Notes by the Purchasers to the Company, the Purchasers shall receive from the Company, and the Company shall issue, exchange, transfer and convey to the Purchasers, free and clear of all taxes, liens, security interests, options, purchase rights or other encumbrances of any kind, the Exchange Shortfall Preferred Stock. At the Exchange Closing, the Company and the Purchasers, respectively, shall effect by book entry transfer, in accordance with the applicable procedures of the Depository Trust Company (“DTC”) and the terms of the Confidential Exchange and Tender Offer Statement and Consent Solicitation Statement and Offering Memorandum related to the Exchange Offer and Subscription Offer (as supplemented, the “Offering Memorandum”), the delivery to the Purchasers of the Exchange Shortfall Preferred Stock and the delivery to the Company of the Shortfall Notes. The parties hereto acknowledge and agree that, upon the Purchaser’s receipt of the Exchange Offer Preferred Stock as set forth herein, the Purchasers hereby irrevocably waive any and all rights they may have in respect of the Shortfall Notes under the Indenture, or otherwise. Each Purchaser’s Pro Rata Portion of the Shortfall Notes and Exchange Shortfall Preferred Stock are set forth onSchedule A. |
