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):  March 28, 2013
 
 
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
 
Minnesota
001-33999
95-3848122
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

315 Manitoba Avenue – Suite 200
Wayzata, Minnesota
55391
(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 ( see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 
 
 
 
 
Item 1.01.
Entry into a Material Definitive Agreement .

On March 28, 2013, Northern Oil and Gas, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its third amended and restated credit agreement, dated February 28, 2012, as amended (the “Credit Agreement”), governing the Company’s revolving credit facility with Royal Bank of Canada, as Administrative Agent, and the other lenders party thereto.  Pursuant to the Amendment, the Company’s borrowing base under the credit facility has been increased from $350 million to $400 million.  The Company currently has $139 million of outstanding borrowings under the credit facility.  The next redetermination of the borrowing base is scheduled for October 1, 2013.   

The Amendment also amends certain other provisions of the Credit Agreement, including the negative covenant which limits the Company’s ability to make “restricted payments” (as defined in the Credit Agreement), which term includes dividends, stock repurchases, and similar items.  Pursuant to the Amendment, a carve-out has been added to this negative covenant to allow the Company to make restricted payments in an aggregate amount not to exceed (i) $60 million plus (ii) 50% of the Company’s “consolidated net income” (as defined in the Credit Agreement) for the period from January 1, 2013 through the Company’s most recently completed fiscal quarter.
  
The Amendment is included as exhibit 10.1 to this Form 8-K, and the foregoing description of the material terms of the Amendment is qualified by reference to such exhibit.


Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant .

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03 .


Item 7.01.                 Regulation FD Disclosure .

On April 1, 2013 , the Company issued a press release regarding the foregoing, a copy of which is furnished as exhibit 99.1 hereto .


Item 9.01.                Financial Statements and Exhibits .

Exhibit Number
 
 
Description
 
 
 
  10.1  
Third Amendment to Third Amended and Restated Credit Agreement, dated March 28, 2013 , by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto.
  99.1  
Press release of Northern Oil and Gas, Inc., dated April 1 , 2013 .


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2013
NORTHERN OIL AND GAS, INC.
By       /s/ Erik J. Romslo                                      
            Erik J. Romslo
Executive Vice President, General Counsel and Secretary
 


 
 
 

EXHIBIT INDEX
 

Exhibit Number
 
 
Description
 
 
 
  10.1  
Third Amendment to Third Amended and Restated Credit Agreement, dated March 28, 2013 , by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto.
  99.1  
Press release of Northern Oil and Gas, Inc., dated April 1 , 2013 .


 
 
 



Exhibit 10.1

 
 
 
Execution Version
 


 

THIRD AMENDMENT TO
 
THIRD AMENDED AND RESTATED
 
CREDIT AGREEMENT
 

 
Dated as of March 28, 2013
 
among
 
NORTHERN OIL AND GAS, INC.,
 
as Borrower,
 
ROYAL BANK OF CANADA,
 
as Administrative Agent,
 
and
 
The Lenders Party Hereto
 

 


 
 
 
 

THIRD AMENDMENT TO
 
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
 
THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated as of March 28, 2013, is by and among Northern Oil and Gas, Inc., a Minnesota corporation (the “ Borrower ”), Royal Bank of Canada (the “ Administrative Agent ”), and the Lenders party hereto.
 
Recitals
 
WHEREAS , the Borrower, the Administrative Agent and the other Lenders party thereto entered into that certain Third Amended and Restated Credit Agreement, dated as of February 28, 2012 (as previously amended by the First Amendment dated as of June 29, 2012 and by the Second Amendment dated as of September 28, 2012, and as the same may be further amended, modified, supplemented or restated from time to time, the “ Credit Agreement ”);
 
WHEREAS , the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement as set forth below; and
 
WHEREAS ,   the Administrative Agent and the Lenders are willing to (i) amend the Credit Agreement, (ii) redetermine the Borrowing Base as provided herein, and (iii) take such other actions as provided herein.
 
NOW, THEREFORE , in consideration of the premises and the mutual covenants contained herein and in the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
 
ARTICLE I
 
Definitions
 
Each capitalized term used in this Amendment and not defined herein shall have the meaning assigned to such term in the Credit Agreement.
 
ARTICLE II
 
Amendments to Credit Agreement
 
Section 2.01   Amendment to Section 8.01(k) of the Credit Agreement .  Section 8.01(k) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
 
 
 
1
 
 
 
(k)            Notice of Sales of Oil and Gas Properties .  In the event any Credit Party intends to sell, transfer, assign or otherwise dispose of in accordance with Section 9.12 (1) any Oil or Gas Properties, the proceeds of which equal or exceed $5,000,000, or (2) any Equity Interests in any other Credit Party, then such Credit Party must provide the Administrative Agent prior written notice of such disposition, the price thereof, the anticipated date of closing and any other details thereof requested by the Administrative Agent or any Lender.
 
Section 2.02   Amendment to Section 9.04 of the Credit Agreement .  Section 9.04 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
 
Section 9.04                       Dividends and Distributions .  The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (b) Subsidiaries may declare and pay dividends and make distributions to the Borrower with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Credit Parties and (d) the Borrower may make Restricted Payments in an amount not to exceed, in the aggregate for all Restricted Payments under this subsection (d), (i) $60,000,000 plus (ii) 50% of Consolidated Net Income for the period from January 1, 2013 through the date of the Borrower’s most recently ended fiscal quarter, so long as (x) no Default or Event of Default has occurred and is continuing or would occur as a result of such Restricted Payments and (y) immediately following such Restricted Payments, the availability under the Borrowing Base, plus Borrower’s cash on hand, is equal to or greater than 10% of the Borrowing Base.  Solely for purposes of subsection (d) of this Section 9.01, “Consolidated Net Income” shall exclude (to the extent otherwise included therein) (x) noncash equity compensation expense and (y) noncash mark-to–market derivatives gains and losses.
 
Section 2.03   Amendment to Section 9.12(f) of the Credit Agreement .  Section 9.12(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
 
(f)           sales and other dispositions of Properties having a fair market value not to exceed $10,000,000 during any twelve (12) month period.
 
Section 2.04   Amendment to Annex I of the Credit Agreement .  Annex I of the Credit Agreement is hereby deleted in its entirety and replaced with Annex I hereto.
 
ARTICLE III
 
Redetermination of the Borrowing Base
 
Section 3.01   Redetermination of the Borrowing Base . Notwithstanding the requirements of Section 2.07 of the Credit Agreement, effective as of the Third Amendment Effective Date, the amount of the Borrowing Base shall be $400,000,000.00, subject to further adjustments from time to time pursuant to Section 2.07, Section 8.13(c) or Section 9.12(d) of the Credit Agreement. The redetermination of the Borrowing Base pursuant to this Section 3.01 of this Amendment shall constitute the Scheduled Redetermination for April 1, 2013.
 
ARTICLE IV
 
Conditions Precedent
 
This Amendment shall become effective as of the date first referenced above when and only when the following conditions are satisfied (the “ Third Amendment Effective Date ”):
 
(a)   the Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower and each Lender, in such numbers as the Administrative Agent or its counsel may reasonably request; and
 
 
 
2
 
 
 
(b)   the Administrative Agent and the Lenders shall have received such upfront fees as may be agreed to among the Borrower, the Administrative Agent and the Lenders with respect hereto and all other fees due and payable on or prior to the effectiveness hereof as provided in any Loan Document, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent).
 
ARTICLE V
 
Representations and Warranties
 
The Borrower hereby represents and warrants to the Administrative Agent and each Lender that:
 
(a)           Each of the representations and warranties made by the Borrower under the Credit Agreement and each other Loan Document is true and correct on and as of the actual date of execution of this Amendment by the Borrower, as if made on and as of such date, except for any representations and warranties made as of a specified date, which are true and correct as of such specified date.
 
(b)           At the time of, and immediately after giving effect to, this Amendment, no Default has occurred and is continuing.
 
(c)           The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by the Borrower.
 
(d)           This Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
 
(e)           The execution, delivery and performance by the Borrower of this Amendment (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including the members or any class of directors of the Borrower or any other Person, whether interested or disinterested), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except (a) such as have been obtained or made and are in full force and effect, and (b) the Borrower may need to file a current report on Form 8-K with the SEC disclosing this Amendment, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary and (iv) will not result in the creation or imposition of any Lien on any Property of the Borrower or any of its Subsidiaries (other than the Liens created by the Loan Documents).
 
ARTICLE VI
 
Miscellaneous
 
Section 6.01   Credit Agreement in Full Force and Effect as Amended .  Except as specifically amended hereby, the Credit Agreement and other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended.  Except as expressly set forth herein, this Amendment shall not be deemed to be a waiver, amendment or modification of any provisions of the Credit Agreement or any other Loan Document or any right, power or remedy of the Administrative Agent or the Lenders, or constitute a waiver of any provision of the Credit Agreement or any other Loan Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder.  This Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to the Administrative Agent and/or the Lenders whether under the Credit Agreement, the other Loan Documents, at law or otherwise.  All references to the Credit Agreement shall be deemed to mean the Credit Agreement as modified hereby.  The parties hereto agree to be bound by the terms and conditions of the Credit Agreement and Loan Documents as amended by this Amendment, as though such terms and conditions were set forth herein.  Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended by this Amendment, and each reference herein or in any other Loan Documents to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended and modified by this Amendment.
 
 
 
3
 
 
 
Section 6.02   GOVERNING LAW .  THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 
Section 6.03   Descriptive Headings, Etc .  The descriptive headings of the sections of this Amendment are inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.  The statements made and the terms defined in the recitals to this Amendment are hereby incorporated into this Amendment in their entirety.
 
Section 6.04   Entire Agreement .  This Amendment and the documents referred to herein represent the entire understanding of the parties hereto regarding the subject matter hereof and supersede all prior and contemporaneous oral and written agreements of the parties hereto with respect to the subject matter hereof.
 
Section 6.05   Loan Document .  This Amendment is a Loan Document executed under the Credit Agreement, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto.
 
Section 6.06   Counterparts .  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement.  Delivery of an executed counterpart of the signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart thereof.
 
Section 6.07   Successors .  The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns.
 

 
(Remainder of page intentionally left blank.)
 

 

 

 
4
 

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first written above.
 
NORTHERN OIL AND GAS, INC. , as the Borrower
 
By:            /s/ Thomas W. Stoelk                                                                 
Name:            Thomas W. Stoelk
Title:              CFO



Signature Page
Third Amendment to Credit Agreement
 
 
 
 

 
 
ROYAL BANK OF CANADA , as Administrative Agent


By:            /s/ Rodica Dutka            
Name:           Rodica Dutka
Title:             Manager, Agency


ROYAL BANK OF CANADA , as a Lender


By:            /s/ Kristan Spivey            
Name:            Kristan Spivey
Title:              Authorized Signatory


SUNTRUST BANK , as a Lender


By:            /s/ Yann Pirio              
Name:            Yann Pirio
Title:               Director


BMO HARRIS FINANCING, INC. , as a Lender


By:            /s/ Joseph A. Bliss            
Name:            Joseph A. Bliss
Title:              Managing Director


KEYBANK NATIONAL ASSOCIATION , as a Lender


By:            /s/ Chulley Bogle            
Name:            Chulley Bogle
Title:              Vice President


U.S. BANK NATIONAL ASSOCIATION , as a Lender


By:            /s/ Daniel K. Hansen           
Name:            Daniel K. Hansen
Title:              Vice President


SOVEREIGN BANK, N.A. , as a Lender


By:            /s/ Aidan Lanigan            
Name:            Aidan Lanigan
Title:              SVP

CAPITAL ONE, NATIONAL ASSOCIATION , as a Lender


By:            /s/ Robert S. James           
Name:            Robert S. James
Title:              Vice President


BOKF, NA dba BANK OF OKLAHOMA , as a Lender


By:            /s/ Guy C. Evangelista         
Name:            Guy C. Evangelista
Title:              Senior Vice President


BRANCH BANKING & TRUST COMPANY , as a Lender


By:            /s/ Jodie Gildersleeve              
Name:            Jodie Gildersleeve
Title:              Banking Officer


CADENCE BANK, N.A. , as a Lender


By:            /s/ Eric Broussard                   
Name:            Eric Broussard
Title:              Senior Vice President



Signature Page
Third Amendment to Credit Agreement
 
 
 

MACQUARIE BANK LIMITED , as a Lender


By:            /s/ Carmel Ferguson        
Name:            Carmel Ferguson
Title:              Executive Director


By:            /s/ Simon Berkett            
Name:            Simon Berkett
Title:              Associate Director


THE BANK OF NOVA SCOTIA , as a Lender


By:            /s/ Terry Donovan        
Name:            Terry Donovan
Title:               Managing Director


ING CAPITAL LLC , as a Lender


By:            /s/ Charles Hall                
Name:            Charles Hall
Title:              Managing Director




Signature Page
Third Amendment to Credit Agreement
 
 
 
 

ANNEX I


Name of Lender
 
Applicable
Percentage
   
Maximum Credit Amount
   
Amount of Commitment on the Third Amendment Effective Date
 
Royal Bank of Canada
    12.0 %   $ 90,000,000.00     $ 48,000,000.00  
SunTrust Bank
    12.0 %   $ 90,000,000.00     $ 48,000,000.00  
BMO Harris Financing, Inc.
    8.6 %   $ 64,285,714.29     $ 34,285,714.29  
KeyBank, N.A.
    8.6 %   $ 64,285,714.29     $ 34,285,714.29  
U.S. Bank National Association
    8.6 %   $ 64,285,714.29     $ 34,285,714.29  
Capital One, National Association
    7.4 %   $ 55,714,285.71     $ 29,714,285.71  
Sovereign Bank, N.A.
    6.9 %   $ 51,428,571.43     $ 27,428,571.43  
BOKF, NA dba Bank of Oklahoma
    6.9 %   $ 51,428,571.43     $ 27,428,571.43  
Branch Banking & Trust Co.
    6.9 %   $ 51,428,571.43     $ 27,428,571.43  
Cadence Bank, N.A.
    6.9 %   $ 51,428,571.43     $ 27,428,571.43  
ING Capital LLC
    6.9 %   $ 51,428,571.43     $ 27,428,571.43  
The Bank of Nova Scotia
    6.9 %   $ 51,428,571.43     $ 27,428,571.43  
Macquarie Bank Limited
    1.70 %   $ 12,857,142.86     $ 6,857,142.86  
                         
TOTAL
    100.00 %   $ 750, 000, 000.00     $ 400, 000, 000.00  



Third Amendment to Credit Agreement

 
 
 
 

Exhibit 99.1

 
Northern Oil and Gas, Inc. Announces Increased Borrowing Base under its Revolving Credit Facility

WAYZATA, MINNESOTA — April 1, 2013 — Northern Oil and Gas, Inc. (NYSE MKT: NOG) today announced that on March 28, 2013, it completed the scheduled year-end redetermination under its revolving credit facility and as a result increased the borrowing base thereunder from $350 million to $400 million.  Northern currently has $139 million of outstanding borrowings under the credit facility.  The next redetermination of the borrowing base is scheduled for October 1, 2013.

Michael Reger, Chairman and Chief Executive Officer, commented, “We appreciate the confidence and support of our 13-bank syndicate.  The increased borrowing base enhances our strong liquidity position and allows us to continue to fund our future development from cash flow and this credit facility.”

ABOUT NORTHERN OIL AND GAS, INC.

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.

More information about Northern Oil and Gas, Inc. can be found at www.NorthernOil.com .

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 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).  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,” “anticipate,” “target,” “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: changes in crude oil and natural gas prices, 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 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 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.

INVESTOR RELATIONS CONTACT:

Brandon Elliott
EVP, Corporate Development and Strategy
952-476-9800
belliott@northernoil.com

Erik Nerhus
VP, Business Development
952-476-9800
enerhus@northernoil.com