Northern Oil & Gas, Inc 8-K, filed Nov 8, 2022
Northern Oil & Gas, Inc. (NOG)
8-K
2022-11-08
For: 2022-11-08
View Original
Added on
July 07, 2026
About this 8-K
Northern Oil & Gas, Inc filed this 8-K on November 8, 2022.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- 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 8, 2022
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.02 Unregistered Sales of Equity Securities.
On November 8, 2022, Northern Oil and Gas, Inc. (the “Company”) exercised in full its mandatory conversion rights (the “Mandatory Conversion Exercise”) on its 6.500% Series A Perpetual Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) to convert such shares of Series A Preferred Stock into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The outstanding shares of Series A Preferred Stock will automatically convert to shares of Common Stock on November 15, 2022 (the “Mandatory Conversion Date”). Holders of Series A Preferred Stock will receive 4.4878 shares of Common Stock and a cash payment of $6.3337 for each share of Series A Preferred Stock converted on the Mandatory Conversion Date. On the Mandatory Conversion Date, 1,643,732 outstanding shares of Preferred Stock will convert into an aggregate of approximately 7,376,740 shares of Common Stock. Cash will be paid in lieu of any fractional shares of Common Stock. The shares of Common Stock will be issued in exchange for Series A Preferred Stock in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), under Section 3(a)(9) of the Securities Act. Following this issuance, no shares of Series A Preferred Stock will remain outstanding.
Item 7.01. Regulation FD Disclosure.
On November 8, 2022, the Company issued a press release announcing the Mandatory Conversion Exercise. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, shares of Common Stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| Press Release of Northern Oil and Gas, Inc., dated November 8, 2022. | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
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 8, 2022 | NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary | ||||
Exhibit 99.1
NOG Announces Full Mandatory Conversion of Series A Convertible Preferred Stock
MINNEAPOLIS--(BUSINESS WIRE)-- Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG” or the “Company”) today announced that it has exercised in full its mandatory conversion rights on its outstanding 6.500% Series A Perpetual Convertible Preferred Stock (“Preferred Stock”). The outstanding shares of Preferred Stock will automatically convert to shares of the Company’s common stock, $0.001 par value (“Common Stock”), on November 15, 2022 (the “Mandatory Conversion Date”). Holders of the Preferred Stock will receive 4.4878 shares of Common Stock and a cash payment of $6.3337 for each share of Preferred Stock converted. Cash will be paid in lieu of fractional shares of Common Stock.
All dividends on the Preferred Stock will cease to accumulate on the Mandatory Conversion Date. On November 15, 2022, holders of record at the close of business on November 1, 2022 will separately receive a final semi-annual cash dividend of $3.25 per share on the Preferred Stock.
HIGHLIGHTS
•No impact on NOG’s fully diluted share count as the Preferred Stock has been included in NOG’s fully diluted per share calculations on an as-converted basis.
•The 1,643,732 outstanding shares of Preferred Stock will convert into an aggregate of approximately 7,376,740 shares of Common Stock.
•The Company will pay approximately $15.8 million in total on November 15, 2022, for the final Preferred Stock dividend payment ($3.25 per preferred share) and the additional payment related to the conversion ($6.3337 per preferred share).
•Based on NOG’s recent $0.30 per share declared Common Stock dividend, the conversion of the Preferred Stock will reduce annualized dividend payments by approximately $1.8 million per year.
MANAGEMENT COMMENT
“We are excited to continue to simplify our capital structure with this transaction and eliminate the 6.5% dividend paid on the Preferred Stock,” commented Chad Allen, Northern’s Chief Financial Officer. “The conversion will have no effect on our diluted share count and related adjusted earnings calculations.”
“The Preferred Stock was originally issued in November 2019 to incentivize our prior debt holders to accelerate the deleveraging of the Company,” commented Nick O’Grady, Northern’s Chief Executive Officer. “Today’s conversion is a testament to the upward progress of the Company and has proven to be a win-win transaction for all our stakeholders, past and current.”
ABOUT NOG
NOG is a company with a primary strategy of investing in non-operated minority working and mineral interests in oil & gas properties, with a core area of focus in the premier basins within the United States. More information about Northern Oil and Gas, Inc. can be found at www.northernoil.com.
CONTACT:
Investor Relations
952-476-9800
ir@northernoil.com