Northern Oil and Gas, Inc. (NYSE: NOG) announced that it has priced an upsized private placement (the “Offering”) under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers, of $500.0 million in aggregate principal amount of new 8.750% senior notes due 2031 (the “New Notes”) at an offering price equal to 98.568% of par. The Offering is expected to close on May 15, 2023, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering for general corporate purposes, including repayment of a portion of the outstanding borrowings under its revolving credit facility.
The New Notes will not be registered under the Securities Act or under any state or other securities laws, and the New Notes will be issued pursuant to an exemption therefrom, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. person, absent registration or an applicable exemption from registration requirements.
The New Notes are being offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are non-“U.S. persons” under Regulation S as defined under applicable securities laws.
