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): May 15, 2023
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 001-33999 | 95-3848122 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4350 Baker Road, Suite 400 Minnetonka, Minnesota | 55343 | |
(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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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 class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.001 | NOG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01. | Other Events. |
On May 15, 2023, Northern Oil and Gas, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC and Morgan Stanley & Co. LLC, as representatives of the other several underwriters listed in Schedule I to the Underwriting Agreement (collectively, the “Underwriters”), relating to its previously announced public offering of 6,650,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock” and such offering the “Equity Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 997,500 additional shares (the “Option Shares”) of Common Stock from the Company, which option was fully exercised on May 17, 2023.
The Equity Offering, including the sale of the Option Shares, closed on May 18, 2023. The Company expects to use the net proceeds from the Equity Offering (i) to fund the cash purchase price of the Company’s recently announced pending acquisition of certain oil and gas properties, interests and related assets located in the Delaware Basin (the “Forge Acquisition”) and (ii) for general corporate purposes, which may include the repayment of a portion of the outstanding borrowings under its revolving credit facility. Pending the use of proceeds to fund the cash purchase price of the Forge Acquisition, the Company may temporarily apply such portion of the net proceeds from the Equity Offering to repay outstanding borrowings under its revolving credit facility. If the Forge Acquisition is not consummated, the Company intends to use the net proceeds from the Equity Offering for general corporate purposes, which may include the repayment of outstanding indebtedness.
The Equity Offering was made pursuant to a prospectus supplement, dated May 15, 2023, and filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2023, and the base prospectus, dated May 15, 2023, filed as part of the Company’s automatic shelf registration statement (File No. 333-271933) filed with the SEC on May 15, 2023.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Kirkland & Ellis LLP has issued an opinion, dated May 18, 2023, regarding certain legal matters with respect to the Equity Offering, a copy of which is filed as Exhibit 5.1 hereto.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
1.1 | Underwriting Agreement, dated May 15, 2023, among Northern Oil and Gas, Inc. and RBC Capital Markets, LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Schedule I thereto. | |
5.1 | Opinion of Kirkland & Ellis LLP. | |
23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | |
104 | The cover page from this Current Report on Form 8-K, formatted in inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 18, 2023 | NORTHERN OIL AND GAS, INC. | |||||
By | /s/ Erik J. Romslo | |||||
Erik J. Romslo | ||||||
Chief Legal Officer and Secretary |