Northern Oil and Gas, Inc. Announces Public Offering of Common Stock
Northern Oil and Gas, Inc. (NYSE American: NOG) (“Northern” or the
“Company”) today announced the commencement of an underwritten public
offering of an aggregate value of $105 million of shares of its common
stock, par value $0.001 per share (“Common Stock”). The underwriters
will be granted a 30-day option to purchase up to an aggregate value of
$15.75 million of additional shares of Common Stock.
Stifel, Nicolaus & Company, Incorporated is acting as the sole
book-running manager for the offering.
The Company intends to use the net proceeds from this offering to
continue to pursue acquisition opportunities, to fund its drilling
program and for general corporate purposes (other than the repayment of
debt).
The offering is being made pursuant to an effective shelf registration
statement on Form S-3 filed with the Securities and Exchange Commission
(the “SEC”). The offering may be made only by means of a prospectus
supplement and the accompanying prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended (the “Securities
Act”). Copies of the prospectus supplement and the accompanying
prospectus related to this offering may be obtained by sending a request
to: Stifel, Nicolaus & Company, Incorporated, Attn: Syndicate
Department, 1 South Street, 15th Floor, Baltimore, MD 21202,
or by telephone at (855) 300-7136, or by email at syndprospectus@stifel.com.
These documents may also be obtained for free when they are available by
visiting EDGAR on the SEC’s website at http://www.sec.gov.
This news release is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer,
solicitation or sale of these securities would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
ABOUT NORTHERN OIL AND GAS
Northern Oil and Gas, Inc. is an exploration and production company with
a core area of focus in the Williston Basin Bakken and Three Forks play
in North Dakota and Montana.
SAFE HARBOR
This press release contains forward-looking statements regarding future
events and future results that are subject to the safe harbors created
under the Securities Act and the Securities Exchange Act of 1934. All
statements other than statements of historical facts included in this
release regarding Northern's financial position, business strategy,
plans and objectives of management for future operations, industry
conditions, and indebtedness covenant compliance are forward-looking
statements. When used in this release, forward-looking statements are
generally accompanied by terms or phrases such as “estimate,” “project,”
“predict,” “believe,” “expect,” “continue,” “anticipate,” “target,”
“could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or
other words and similar expressions that convey the uncertainty of
future events or outcomes. Items contemplating or making assumptions
about actual or potential future sales, market size, collaborations, and
trends or operating results also constitute such forward-looking
statements.
Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond Northern's control) that
could cause actual results to differ materially from those set forth in
the forward-looking statements, including the following: Northern's
ability to consummate the transactions contemplated by the exchange
agreement with certain of its senior noteholders on the terms originally
contemplated or at all, including, without limitation, Northern's
ability to successfully obtain shareholder approval, obtain the required
consent of its first lien term loan lenders and complete the equity
raise and the exchange transaction, changes in crude oil and natural gas
prices, the pace of drilling and completions activity on Northern's
properties, Northern's ability to acquire additional development
opportunities, changes in Northern's reserves estimates or the value
thereof, general economic or industry conditions, nationally and/or in
the communities in which Northern conducts business, changes in the
interest rate environment, legislation or regulatory requirements,
conditions of the securities markets, Northern's ability to raise or
access capital, including as a condition to any transaction with its
bondholders, changes in accounting principles, policies or guidelines,
financial or political instability, acts of war or terrorism, and other
economic, competitive, governmental, regulatory and technical factors
affecting Northern's operations, products, services and prices.
Northern has based these forward-looking statements on its current
expectations and assumptions about future events. While management
considers these expectations and assumptions to be reasonable, they are
inherently subject to significant business, economic, competitive,
regulatory and other risks, contingencies and uncertainties, most of
which are difficult to predict and many of which are beyond Northern's
control. These and other applicable risks and uncertainties have been
described more fully in Northern’s Annual Report on Form 10-K filed with
the SEC on February 23, 2018 and in Northern’s subsequent SEC filings.
Northern does not undertake any duty to update or revise any
forward-looking statements, except as may be required by the federal
securities laws.
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