NORTHERN OIL & GAS, INC. (Form: 8-K, Received: 01/06/2020 16:33:03)

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): December 30, 2019

NORTHERN OIL AND GAS, INC.

(Exact name of Registrant as specified in its charter)


Delaware	001-33999	95-3848122
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


601 Carlson Parkway, Suite 990 Minnetonka, Minnesota			55305
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

NOG

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On December 30, 2019, Northern Oil and Gas, Inc. (the “Company”) entered into a Securities Purchase and Sale Agreement (the “Purchase Agreement”) with certain holders (“Holders”) of the Company’s 8.50% Senior Secured Second Lien Notes due 2023 (the “Notes”) pursuant to which the Company agreed to purchase $9,898,836 in aggregate principal amount of Notes from the Holders for 84,762 shares of 6.50% Series A Perpetual Cumulative Convertible Preferred Stock (the “Preferred Stock”) and $1,887,263.72 in cash. The transactions contemplated by the Purchase Agreement were undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On January 2, 2020, in connection with the Purchase Agreement, the Company repurchased $9,898,836 in aggregate principal amount of Notes from the Holders and issued 84,762 shares of Preferred Stock to the Holders. The shares of Preferred Stock were issued in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The information set forth under Item 1.01 regarding the transactions contemplated by the Purchase Agreement is incorporated by reference into this Item 3.02.

The terms of the Preferred Stock set forth in the Certificate of Designations for the Preferred Stock (the “Certificate of Designations”), including the terms of conversion of the Preferred Stock have been previously disclosed in our Current Report on Form 8-K filed on November 26, 2019, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 2, 2020, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Designations (the “Certificate of Amendment”) to increase the authorized number of shares of Preferred Stock. The Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The information set forth under Item 3.02 regarding the terms of the Preferred Stock as set forth in the Certificate of Designations is incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
3.1						Certificate of Amendment to the Certificate of Designations of 6.50% Series A Perpetual Cumulative Convertible Preferred Stock of Northern Oil and Gas, Inc.
10.1*						Securities Purchase and Sale Agreement, dated as of December 30, 2019, among Northern Oil and Gas, Inc. and the other signatories thereto.

* The schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.

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: January 6, 2020			NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary

Exhibit 3.1

NORTHERN OIL AND GAS, INC.

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF DESIGNATIONS

6.500% SERIES A PERPETUAL CUMULATIVE CONVERTIBLE PREFERRED STOCK

Northern Oil and Gas, Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows:

FIRST: The Corporation’s Certificate of Designations of 6.500% Series A Perpetual Cumulative Convertible Preferred Stock (the “Certificate of Designations”) was filed with the Secretary of State of the State of Delaware on November 22, 2019.

SECOND: This Certificate of Amendment to the Certificate of Designations amends the Certificate of Designations as set forth below and was duly authorized by the Board of Directors of the Corporation, acting by resolution adopted as of December 20, 2019, in accordance with the Restated Certificate of Incorporation of the Corporation.

THIRD:

(i) Section 1(a) of the Certificate of Designations is hereby amended and restated in its entirety as follows:

“(a) There shall be created from the 5,000,000 shares of Preferred Stock of the Corporation authorized to be issued pursuant to the Certificate of Incorporation, a series of Preferred Stock designated as “6.500% Series A Perpetual Cumulative Convertible Preferred Stock,” par value $0.001 per share (the “Series A Preferred Stock”), and the authorized number of shares of Series A Preferred Stock shall be 1,584,762. Shares of Series A Preferred Stock that are purchased or otherwise acquired by the Corporation, or that are converted into shares of Common Stock, shall be cancelled and shall revert to authorized but unissued shares of Series A Preferred Stock.”

(ii) The fourth paragraph of Section 13(b) of the Certificate of Designations is hereby amended and restated in its entirety as follows:

“The Transfer Agent shall authenticate and deliver certificates for up to 1,584,762 shares of Series A Preferred Stock for original issue upon a written order of the Corporation signed by two Officers of the Corporation. Such order shall specify the number of shares of Series A Preferred Stock to be authenticated and the date on which the original issue of the Series A Preferred Stock is to be authenticated.”

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to the Certificate of Designations to be duly executed this 2nd day of January, 2020.


			NORTHERN OIL AND GAS, INC. By /s/ Nicholas O’Grady Nicholas O’Grady President and Chief Financial Officer

[Signature Page to Certificate of Amendment of Certificate of Designations]

Exhibit 10.1

SECURITIES PURCHASE AND SALE AGREEMENT

This SECURITIES PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of December 30, 2019, and is effective as of December 16, 2019 (the “Effective Date”), by and among Northern Oil and Gas, Inc., a Delaware corporation (the “Company”), and each of the other signatories hereto (each, a “Holder” and together, the “Holders,” and, together with the Company, the “parties”).

WHEREAS, as of the date hereof, the Holders are the beneficial holders of 8.5% Senior Secured Second Lien Notes due 2023 (the “Notes”) issued by the Company, pursuant to that certain Indenture dated as of May 15, 2018, as supplemented from time to time, by and among the Company and Wilmington Trust, National Association, as trustee and collateral agent;

WHEREAS, on the Effective Date the Company proposed to purchase $9,898,836 in aggregate principal amount of Notes (the “Diameter Notes”) from the Holders; and

WHEREAS, on the Effective Date the Company and Diameter determined that the Company will deliver to the Holders as consideration for the Diameter Notes, net of a cash credit from the Holders to the Company equal to $58,879.77 in cash for accrued interest related to the Diameter Notes and the Preferred Stock Consideration (as defined below), $1,887,263.72 in cash, (the “Net Cash Consideration”) and 84,762 shares (the “Preferred Stock Consideration”) of the Company’s 6.5% Series A Perpetual Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained in this Agreement, the parties hereto agree as follows:

1.Closing. The consummation of the transactions contemplated hereby shall take place at the office of Kirkland & Ellis LLP, 609 Main Street, Houston, TX 77002, or at such place as the parties may mutually agree, on January 2, 2020, or such other time as the parties may mutually agree (such date, as applicable, the “Closing Date”). The parties shall have the right to terminate this Agreement for any reason prior to the Closing Date.

2.Purchase of Notes. Upon the terms and subject to the conditions herein, in consideration of the delivery of the Diameter Notes by the Holders to the Company, the Company shall acquire from the Holders, and the Holders shall sell, transfer and convey to the Holders, free and clear of all taxes, liens, security interests, options, purchase rights or other encumbrances of any kind the Diameter Notes. On or prior to the Closing Date, the Company shall (i) pay the Net Cash Consideration to the Holders by wire transfer of immediately available funds in accordance with the payment instructions set forth on Schedule A hereto and (ii) effect by book entry, in accordance with the applicable procedures of DTC, the delivery to the Holders of the Preferred Stock Consideration.

3.Conditions to Closings.

a.Company’s Conditions. The obligation of the Company to purchase the Diameter Notes shall be subject to the prior satisfaction or waiver of the conditions contained in this Section 3(a) as of the Closing Date.

i.The representations and warranties of the Holders contained in Section 5 shall be true and correct in all material respects when made and as of the Closing Date.

ii.Each Holder shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by such Holder hereunder on or prior to the Closing Date.

iii.Each Holder shall have delivered or caused to be delivered to the Company such Holder’s closing deliverables described in Section 4(a).

b.Holders’ Conditions. The obligation of the Holders to deliver the Diameter Notes shall be subject to the prior satisfaction or waiver of the conditions contained in this Section 3(b) as of the Closing Date.

i.The Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it hereunder on or prior to the Closing Date.

ii.The Company shall have delivered to the Holders the Company’s closing deliverables described in Section 4(b).

4.Deliveries for the Closing Date.

a.Holder Deliveries. On the Closing Date, the Holders will validly deliver the Diameter Notes to the Company upon receipt of the Net Cash Consideration and the Preferred Stock Consideration in accordance with Section 2.

b.Company’s Deliveries. At the Closing Date, the Company will deliver, or cause to be delivered, to the Holders the Net Cash Consideration and the Preferred Stock Consideration as set forth on Schedule B.

5.Representations and Warranties of the Holders. In connection with the receipt of the Preferred Stock Consideration, each Holder represents and warrants to the Company as follows:

a.(i) Such Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and (ii) by reason of such Holder’s business and financial experience such Holder has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the Preferred Stock, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

b.Such Holder has been afforded the opportunity to ask questions of the Company or its representatives. Neither such inquiries nor any other due diligence investigations conducted at any time by such Holder shall modify, amend or affect such Holder’s right to any remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Such Holder understands and acknowledges that the Preferred Stock involves a high degree of risk and uncertainty. Such Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the Preferred Stock.

6.Amendment and Waiver. No modification, amendment or waiver of any provision of this Agreement shall be effective against the Holders or the Company unless such modification, amendment or waiver is approved in writing by the Holders and the Company.

7.Governing Law. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

8.Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument, but will not be binding upon any party hereto unless and until executed and accepted by all parties hereto. When properly executed and accepted, this Agreement will be binding upon and inure to the benefit of the Company, the Holders, and each of their respective successors and permitted assigns. The execution and delivery of this Agreement by each party hereto may be evidenced by facsimile or other electronic transmission (including scanned documents delivered by email in pdf format), which will be binding upon all parties hereto.

9.Reimbursement. The Company agrees to reimburse the Holders promptly upon demand for the reasonable documented fees, costs and expenses of legal counsel to the Holders, in an aggregate amount not exceeding $15,000, incurred in connection with the transactions contemplated by this Agreement.

10.Severability, Entire Agreement, Etc. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. Except as otherwise expressly set forth herein, this Agreement and the other agreements expressly mentioned herein embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


			HOLDERS: DIAMETER MASTER FUND LP /s/ Shailini Rao Name: Shailini Rao Title: GC/CCO

[Signature Page to Purchase and Sale Agreement]


			COMPANY: NORTHERN OIL AND GAS, INC. /s/ Nick O’Grady Name: Nick O’Grady Title: President and Chief Financial Officer

[Signature Page to Purchase and Sale Agreement]