Northern Oil & Gas, Inc 8-K, filed Nov 16, 2021
Northern Oil & Gas, Inc. (NOG)
8-K
2021-11-16
For: 2021-11-16
View Original
Added on
July 07, 2026
About this 8-K
Northern Oil & Gas, Inc filed this 8-K on November 16, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
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): November 16, 2021
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 16, 2021 (the “Closing Date”), Northern Oil and Gas, Inc. (the “Company”) completed its previously announced acquisition (the “Comstock Acquisition”) of certain oil and gas properties, interests and related assets pursuant to that certain asset purchase agreement (the “Purchase Agreement”), dated as of October 6, 2021, by and between the Company and Comstock Oil & Gas, LLC (“Comstock”). At closing of the Comstock Acquisition, the assets acquired by the Company (the “Acquired Assets”) consisted of 65.9 net producing wells located primarily in Williams, McKenzie, Mountrail and Dunn Counties, North Dakota.
In accordance with the Purchase Agreement, the Company paid closing consideration to Comstock in respect of the Acquired Assets consisting of $154.0 million in cash (which includes a $7.7 million cash deposit previously paid by the Company upon the execution of the Purchase Agreement and held in escrow in accordance with the terms of the Purchase Agreement). The cash consideration remains subject to final post-closing settlement between the Company and Comstock. The Company funded the acquisition closing payment with cash on hand, operating free cash flow and borrowings under its revolving credit facility.
The material terms of the Purchase Agreement were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed on October 8, 2021, which is incorporated herein by reference. The description of the Purchase Agreement included or incorporated by reference in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
Asset Purchase Agreement between Northern Oil and Gas, Inc. and Comstock Oil & Gas, LLC, dated October 6, 2021 (incorporated by reference to Exhibit 2.1 to the Northern Oil & Gas, Inc.'s Current Report on Form 8-K filed with the SEC on October 8, 2021)* | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
* Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. Certain schedules and exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission 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: November 16, 2021 | NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary | ||||