Item 8.01. Other Events.
On June 16, 2021, Northern Oil and Gas, Inc. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with Wells Fargo
Securities, LLC, as representative of the other several underwriters listed in
Schedule I to the Underwriting Agreement (collectively, the "Underwriters"),
relating to its previously announced public offering of 5,000,000 shares of
common stock, par value $0.001 per share, of the Company (the "Common Stock" and
such offering the "Equity Offering"). Under the terms of the Underwriting
Agreement, the Company granted the Underwriters a 30-day option to purchase up
to 750,000 additional shares (the "Option Shares") of Common Stock, which option
was exercised in full on June 17, 2021.
The Equity Offering, including the sale of the Option Shares, closed on June 21,
2021. The Company expects to use the net proceeds from the Equity Offering and,
to the extent necessary, cash on hand and/or borrowings under the Company's
revolving credit facility to fund the purchase price for the Company's recently
announced pending acquisition of certain oil and gas properties, interests and
related assets located in the Permian Basin. Pending the use of proceeds as
described above, the Company may temporarily apply a portion of the net proceeds
from the Equity Offering to repay outstanding borrowings under its revolving
credit facility. If the pending acquisition is not consummated, the Company
intends to use the net proceeds from the Equity Offering for general corporate
purposes, which may include the repayment of outstanding indebtedness.
The Equity Offering was made pursuant to a prospectus supplement, dated June 16,
2021, and filed with the Securities and Exchange Commission (the "SEC") on
June 17, 2021, and the base prospectus, dated April 15, 2021, filed as part of
the Company's shelf registration statement (File No. 333-255065) filed with the
SEC on April 6, 2021 and declared effective on April 15, 2021.
The foregoing summary of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of such
agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Kirkland & Ellis LLP has issued an opinion, dated June 21, 2021, regarding
certain legal matters with respect to the Equity Offering, a copy of which is
filed as Exhibit 5.1 hereto.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
any 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. Any offers, solicitations or
offers to buy, or any sales of securities will be made in accordance with the
registration requirements of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated June 16, 2021, between Northern Oil
and Gas, Inc. and Wells Fargo Securities, LLC, as representative of
the several underwriters listed in Schedule I thereto.
5.1 Opinion of Kirkland & Ellis LLP.
23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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