Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”)
announced today that it has priced its previously announced
underwritten public offering of 10,000,000 shares of its common
stock, which includes 9,500,000 shares being offered by the Company
and 500,000 shares being offered by Cresta Investments, LLC and
Cresta Greenwood, LLC (collectively, the “Selling Stockholders”),
at a price to the public of $20.00 per share (the “Offering”). The
Company has granted the underwriters a 30-day option to purchase up
to an additional 1,500,000 shares from the Company. The Company
will not receive any proceeds from any sale of shares by the
Selling Stockholders. The Selling Stockholders’ participation in
the Offering is driven solely by tax planning purposes and 100% of
proceeds received by Selling Stockholders from the Offering will be
used for charitable purposes. The Offering is expected to close on
November 22, 2021, subject to the satisfaction of customary closing
conditions.
The Company intends to use the net proceeds from the Offering
and, to the extent necessary, cash on hand and/or borrowings under
its revolving credit facility to fund the cash purchase price of
the Company’s recently announced pending acquisition of
substantially all of the non-operated Permian Basin assets owned by
certain entities affiliated with Veritas Energy, LLC (the “Veritas
Acquisition”). Pending the use of proceeds as described above, the
Company may temporarily apply a portion of the net proceeds from
the Offering to repay outstanding borrowings under its revolving
credit facility. The consummation of the Offering is not
conditioned upon the completion of the Veritas Acquisition and the
consummation of the Offering is not a condition to the completion
of the Veritas Acquisition. If the Veritas Acquisition is not
consummated, the Company intends to use the net proceeds of the
Offering for general corporate purposes, which may include the
repayment of outstanding indebtedness.
Morgan Stanley & Co. LLC is acting as lead book-running
manager for the Offering and BofA Securities is acting as a joint
book-running manager for the Offering. The Offering will be made
only by means of a prospectus supplement and the accompanying base
prospectuses, which were filed as part of effective shelf
registration statements filed with the Securities and Exchange
Commission (“SEC”) on Form S-3. Copies of the preliminary
prospectus supplement and accompanying base prospectuses relating
to the Offering, as well as copies of the final prospectus
supplement, once available, may be obtained on the SEC’s website at
www.sec.gov or by contacting Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, NY 10014; or BofA Securities, at NC1-004-03-43, 200 North
College Street, 3rd floor, Charlotte, NC 28255-0001, Attention:
Prospectus Department or by emailing to
dg.prospectus_requests@bofa.com.
This press release does not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities,
nor shall there be any sale of these 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.
ABOUT NORTHERN OIL AND GAS
Northern Oil and Gas, Inc. is a company with a primary strategy
of investing in non-operated minority working and mineral interests
in oil & gas properties, with a core area of focus in the
premier basins within the United States.
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 of 1933, as amended, and
the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts included in this press
release, are forward-looking statements, including, but not limited
to, statements regarding the expected closing date of the Offering
and the anticipated use of the net proceeds therefrom. When used in
this press 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 production and 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 the
Company’s control) that could cause actual results to differ
materially from those set forth in the forward looking statements,
including the following: changes in crude oil and natural gas
prices; the pace of drilling and completions activity on the
Company’s properties and properties pending acquisition; the
effects of the COVID-19 pandemic and related economic slowdown; the
Company’s ability to acquire additional development opportunities;
potential or pending acquisition transactions, including the
Veritas Acquisition; the Company’s ability to consummate the
Veritas Acquisition, the anticipated timing of such consummation,
and any anticipated financing transactions in connection therewith;
the projected capital efficiency savings and other operating
efficiencies and synergies resulting from the Company’s acquisition
transactions; integration and benefits of property acquisitions,
including the Veritas Acquisition, or the effects of such
acquisitions on the Company’s cash position and levels of
indebtedness; changes in the Company’s reserves estimates or the
value thereof; disruptions to the Company’s business due to
acquisitions and other significant transactions; general economic
or industry conditions, nationally and/or in the communities in
which the Company conducts business; changes in the interest rate
environment, legislation or regulatory requirements; conditions of
the securities markets; the Company’s ability to raise or access
capital; 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 the Company’s operations, products, services and
prices. Additional information concerning potential factors that
could affect future financial results is included in the section
entitled “Item 1A. Risk Factors” and other sections of the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 and the Company’s Quarterly Report on Form 10-Q
for the fiscal quarters ended March 31, 2021, June 30, 2021 and
September 30, 2021, as updated from time to time in amendments and
subsequent reports filed with the SEC, which describe factors that
could cause the Company’s actual results to differ from those set
forth in the forward-looking statements.
The Company 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 the Company’s control. You are urged not to
place undue reliance on these forward‑looking statements, which
speak only as of the date they are made. Except as may be required
by applicable law or regulation, the Company does not undertake,
and specifically disclaims, any obligation to update any
forward‑looking statements to reflect events or circumstances
occurring after the date of such statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211117006438/en/
Mike Kelly, CFA Chief Strategy Officer 952-476-9800
ir@northernoil.com
Northern Oil and Gas (AMEX:NOG)
過去 株価チャート
から 11 2024 まで 12 2024
Northern Oil and Gas (AMEX:NOG)
過去 株価チャート
から 12 2023 まで 12 2024
