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):  October 21, 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 October 21, 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 April 1, 2016.

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 October 22, 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  
Seventh Amendment to Third Amended and Restated Credit Agreement, dated October 21, 2015 , 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 October 22, 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: October 22, 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  
Seventh Amendment to Third Amended and Restated Credit Agreement, dated October 21, 2015 , 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 October 22, 2015 .
 


 
 
 

Exhibit 10.1
 
 
Execution Version
 


 

SEVENTH AMENDMENT TO
 
THIRD AMENDED AND RESTATED
 
CREDIT AGREEMENT
 

 
Dated as of October 21, 2015
 
among
 
NORTHERN OIL AND GAS, INC.,
 
as Borrower,
 
ROYAL BANK OF CANADA,
 
as Administrative Agent,
 
and
 
The Lenders Party Hereto
 

 


 
 
 

SEVENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
 
This SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated as of October 21, 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, the Fifth Amendment dated as of April 7, 2015, the Sixth Amendment dated as of May 13, 2015 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 and (ii) 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:
 
 
1
 
 
 
“ Seventh Amendment Effective Date ” means October 21, 2015.
 
Section 2.02                        Amendment to Section 8.13 .  Section 8.13 of the Credit Agreement is hereby amended to delete each reference to “80%” in such Section and insert in each place therefor “90%”.
 
Section 2.03                        Amendment to Section 8.14 .  Section 8.14 of the Credit Agreement is hereby amended to delete each reference to “80%” in such Section and insert in each place therefor “90%”.
 
Section 2.04                        Amendment to Section 8.18 . Section 8.18 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:
 
“Section 8.18                                 Post-Seventh Amendment Title and Mortgage Requirement .  Notwithstanding the requirements of Section 8.14 after giving effect to the Seventh Amendment, the Borrower shall have 90 days following the Seventh Amendment Effective Date to demonstrate compliance with the requirements of Section 8.14 after giving effect to the Seventh Amendment in a manner satisfactory to the Administrative Agent.”
 
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 Seventh 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 October 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 “ Seventh Amendment Effective Date ”):
 
(a)            the Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower and the Lenders, in such numbers as the Administrative Agent or its counsel may reasonably request; and
 
(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).
 
 
2
 
 
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).
 
 
3
 
 
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.
 
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/  Tom Stoelk                                                                                                              
Name:            Tom Stoelk
Title:              CFO



Signature Page
Seventh 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/  George E McKean            
Name:            George E McKean
Title:              Senior Vice President


U.S. BANK NATIONAL ASSOCIATION , as a Lender


By:            /s/  Todd S. Anderson           
Name:            Todd S. Anderson
Title:              Vice President

 


Signature Page
Seventh Amendment to Credit Agreement
 
 
 
 
 

 
SANTANDER BANK, N.A. , as a Lender


By:            /s/  Aidan Lanigan          
Name:            Aidan Lanigan
Title:              Senior Vice President
 
By:            /s/  Puiki Lok                        
Name:            Puiki Lok              
Title:              Vice President     

 
CAPITAL ONE, NATIONAL ASSOCIATION , as a Lender


By:            /s/  Robert James                   
Name:            Robert James
Title:              Director


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/  Eric Broussard                   
Name:            Eric Broussard
Title:              Executive Vice President



Signature Page
Seventh 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/  Thomas Kleiderer               
Name:            Thomas Kleiderer  
Title:              Director



Signature Page
Seventh Amendment to Credit Agreement
 
 
 
 
Exhibit 99.1
 


Northern Oil and Gas, Inc. Announces Reaffirmation of its Borrowing Base at $550 million


WAYZATA, MINNESOTA — October 22, 2015 — Northern Oil and Gas, Inc. (NYSE MKT: NOG) (“Northern”) today announced that, during the semi-annual redetermination period under Northern’s revolving credit facility, its bank syndicate group reaffirmed and maintained the existing $550 million borrowing base.

“Capital discipline, combined with our exposure to the core of the Williston Basin, supported the reaffirmation of our borrowing base,” commented Northern’s Chairman and Chief Executive Officer, Michael Reger.  “The financial flexibility of our business model and the discipline we are showing through our capital allocation process gave our lenders the confidence they needed to maintain our borrowing base.  We appreciate the continued support provided by the entire syndicate of banks in our 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 .


CONTACT:

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

SOURCE Northern Oil and Gas, Inc.