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):  April 7, 2015
 
 
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 April 7, 2015, 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 lenders party thereto.  Pursuant to the Amendment, the Company’s borrowing base under the credit facility has been reaffirmed at the existing $550 million level.   The next redetermination of the borrowing base is scheduled for October 1, 2015.

The Amendment also amends certain other provisions of the Credit Agreement.  The financial covenants under the credit agreement were amended to (i) remove the requirement that the Company maintain a ratio of total debt to EBITDAX of no greater than 4.0 to 1.0, and (ii) replace that with a requirement that the Company maintain a ratio of secured debt to EBITDAX of no greater than 2.5 to 1.0.  The Amendment also added a covenant that requires the Company to maintain a ratio of EBITDAX to interest expense of at least 2.5 to 1.0, and restricted the Company’s ability to incur additional indebtedness outside of the credit facility.
  
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 4.01.
Changes in Registrant’s Certifying Accountant .

(a)           On April 7, 2015, the Audit Committee of our Board of Directors dismissed Deloitte & Touche LLP (“Deloitte”) as our Company’s independent registered public accounting firm.

Neither of Deloitte’s reports on the financial statements of the Company for the fiscal years ended December 31, 2013 or December 31, 2014 contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the fiscal years ended December 31, 2013 and 2014 and through April 7, 2015, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter thereof in connection with its reports on our financial statements for such periods.  During the same periods, there was no reportable event of the type set forth in Item 304(a)(1)(v) of Regulation S-K.
 
We have provided Deloitte with a copy of this disclosure and requested that it furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.  A copy of the letter from Deloitte is attached as Exhibit 16.1 to this Current Report on Form 8-K.
 
(b)           On April 7, 2015, the Audit Committee of our Board of Directors approved the engagement of Grant Thornton LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, subject to completion of their client acceptance procedures which were completed on April 10, 2015.    During the fiscal years ended December 31, 2013 and December 31, 2014, and through April 7, 2015, we have not consulted with Grant Thornton with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.


Item 7.01.                        Regulation FD Disclosure .

On April 13, 2015 , the Company issued a press release regarding the credit facility Amendment and borrowing base redetermination, a copy of which is furnished as exhibit 99.1 hereto .



 
 
 

Item 9.01.                       Financial Statements and Exhibits .

Exhibit Number
 
 
Description
 
 
 
  10.1  
Fifth Amendment to Third Amended and Restated Credit Agreement, dated April 7, 2015 , by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto.
  16.1  
Letter from Deloitte & Touche LLP dated April 9, 2015.
  99.1  
Press release of Northern Oil and Gas, Inc., dated April 13, 2015 .


 
 
 

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 13, 2015
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  
Fifth Amendment to Third Amended and Restated Credit Agreement, dated April 7, 2015 , by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto.
  16.1  
Letter from Deloitte & Touche LLP dated April 9, 2015.
  99.1  
Press release of Northern Oil and Gas, Inc., dated April 13, 2015 .
 


 
 
 

 
Exhibit 10.1
 
Execution Version
 


 

FIFTH AMENDMENT TO
 
THIRD AMENDED AND RESTATED
 
CREDIT AGREEMENT
 

 
Dated as of April 7, 2015
 
among
 
NORTHERN OIL AND GAS, INC.,
 
as Borrower,
 
ROYAL BANK OF CANADA,
 
as Administrative Agent,
 
and
 
The Lenders Party Hereto
 

 


 
 
 

FIFTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
 
This FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated as of April 7, 2015, 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.
 
R E C I T A L S :
 
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, the Second Amendment dated as of September 28, 2012, the Third Amendment dated as of March 28, 2013, the Fourth Amendment dated as of September 30, 2013, 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) reaffirm 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 1.01 of the Credit Agreement .  Section 1.01 of the Credit Agreement is hereby amended by adding the following definition where alphabetically appropriate:
 
“ Existing Notes ” means the 8% senior unsecured notes due 2020 issued by the Borrower in the original principal amount of $500,000,000.00.
 
Section 2.02   Amendment to Section 2.07(e)(iii ).  Section 2.07(e)(iii) of the Credit Agreement is hereby amended to add the following language after the term “Permitted Additional Debt” in each place where such defined term appears:  “(other than Permitted Additional Debt that constitutes a Permitted Refinancing)”.
 
 
1
 
 
 
Section 2.03   Amendment to Section 3.04 of the Credit Agreement .  Section 3.04(c)(iv) is hereby amended to delete the reference to the following language contained therein: “ under Section 9.02(f) .”
 
Section 2.04   Amendments to Section 9.01 of the Credit Agreement .
 
(a)   Section 9.01(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
 
“(a)    Ratio of Secured Debt to EBITDAX .  The Borrower will not, at any time, permit its ratio of secured Debt as of such time to EBITDAX to be greater than 2.5 to 1.0.”
 
(b)   Section 9.01 of the Credit Agreement is hereby amended by inserting the following clause (c) at the end of such section:
 
“(c)    Ratio of EBITDAX to Interest .  The Borrower will not permit, as of the last day of any fiscal quarter, its ratio of EBITDAX to interest expense (determined in accordance with GAAP) for the four fiscal quarters then ended to be less than 2.5 to 1.0.”
 
Section 2.05   Amendment to Section 9.02(f) of the Credit Agreement .  Section 9.02(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
 
(f)   the Existing Notes, and any refinancing of such Existing Notes (any such refinancing, a “ Permitted Refinancing ”), provided that (i) such Permitted Refinancing has a maturity date no earlier than the maturity date of the Existing Notes; (ii) such Permitted Refinancing has an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Existing Notes; and (iii) such Permitted Refinancing, by its terms, shall otherwise satisfy the requirements of the definition of Permitted Additional Debt.
 
ARTICLE III
 
Reaffirmation of the Borrowing Base
 
Section 3.01   Reaffirmation of the Borrowing Base .  Notwithstanding the requirements of Section 2.07 of the Credit Agreement, effective as of the Amendment Effective Date, the amount of the Borrowing Base shall continue to be $550,000,000.00, 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 reaffirmation of the Borrowing Base pursuant to this Section 3.01 of this Amendment shall constitute the Scheduled Redetermination for April 1, 2015.
 
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 “ Amendment Effective Date ”):
 
(a)   the Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower and the Required Lenders, 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 all 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 Stoelk                                                                                            
Name:            Thomas Stoelk
Title:              CFO



Signature Page
Fifth 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/ Don J. McKinnerney           
Name:           Don J. McKinnerney
Title:             Authorized Signatory
 

SUNTRUST BANK , as a Lender
 
 
By:            /s/  Shannon Juhan            
Name:            Shannon Juhan
Title:              Director

BMO HARRIS FINANCING, INC. , as a Lender
 
 
By:            /s/ Melissa Guzmann           
Name:           Melissa Guzmann
Title:             Vice President

KEYBANK NATIONAL ASSOCIATION , as a Lender
 
 
By:            /s/  John Dravenstott            
Name:            John Dravenstott
Title:              Vice President


U.S. BANK NATIONAL ASSOCIATION , as a Lender
 
 
By:            /s/  Todd S. Anderson           
Name:            Todd S. Anderson
Title:              Vice President
 
 


Signature Page
Fifth Amendment To Credit Agreement
 
 
 
 

 
SANTANDER BANK, N.A. , as a Lender
 
 
By:            /s/  Aidan Lanigan          
Name:            Aidan Lanigan
Title:              Senior Vice President
 
By:            /s/  Alex Lurye                   
Name:            Alex Lurye              
Title:              Vice President

 
CAPITAL ONE, NATIONAL ASSOCIATION , as a Lender
 
 
By:            /s/  Nancy M. Mak            
Name:            Nancy M. Mak
Title:              Senior Vice President


BOKF, NA dba BANK OF OKLAHOMA , as a Lender
 
 
By:            /s/  Parker Heikes                   
Name:            Parker Heikes
Title:              Vice President


BRANCH BANKING & TRUST COMPANY , as a Lender
 
 
By:            /s/  James Giordano                
Name:            James Giordano
Title:              Vice President


CADENCE BANK, N.A. , as a Lender
 
 
By:            /s/  Steven Taylor                    
Name:            Steven Taylor
Title:              Vice President
 


Signature Page
Fifth Amendment To Credit Agreement
 
 
 



THE BANK OF NOVA SCOTIA , as a Lender
 
 
By:            /s/  Alan Dawson          
Name:            Alan Dawson
Title:              Director


ING CAPITAL LLC , as a Lender
 
 
By:            /s/  Josh Strong          
Name:            Josh Strong
Title:              Director    

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

 
FIFTH THIRD BANK , as a Lender
 
 
By:            /s/  Richard Butler                   
Name:            Richard Butler  
Title:              Senior Vice President



Signature Page
Fifth Amendment To Credit Agreement
 
 
 
Exhibit 16.1
 
 
 
April 9, 2015
 
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
 
 
Dear Sirs/Madams:
 
We have read Item 4 of Northern Oil and Gas, Inc.’s Form 8-K dated April 7, 2015, and we agree with the statements made therein.
 
Yours truly,
 
/s/ Deloitte & Touche LLP


Exhibit 99.1
 


Northern Oil and Gas, Inc. Announces Reaffirmation of its Borrowing Base at $550 million and Covenant Amendments to its Revolving Credit Facility


WAYZATA, MINNESOTA — April 13, 2015 — Northern Oil and Gas, Inc. (NYSE MKT: NOG) (“Northern”) today announced that its bank syndicate group reaffirmed and maintained the existing $550 million borrowing base under Northern’s revolving credit facility during the semi-annual redetermination period.

In addition, the bank group agreed to amend certain financial covenants.  The 4.0x total debt to EBITDAX covenant was removed and replaced with a secured debt to EBITDAX ratio.  The new covenant requires Northern to maintain a ratio of secured debt to EBITDAX of no greater than 2.5 to 1.0.

The next redetermination of the borrowing base is scheduled for October 1, 2015.

“We are pleased with the results of the borrowing base redetermination, which we feel confirms the strength of our premier Williston Basin position,” commented Northern’s Chief Financial Officer, Tom Stoelk.  “The combination of our strong 2015 hedge position and careful focus on managing our capital expenditures provides us with continued financial flexibility.  We greatly appreciate the strong support provided by the entire syndicate of banks under our revolving credit facility.”


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.

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


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


SOURCE Northern Oil and Gas, Inc.