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.
