Market Overview

Northern Oil and Gas, Inc. Announces Additional $22.8 Million Stock for Notes Exchange


Northern Oil and Gas, Inc. (NYSE:NOG) today announced that it
has entered into two additional independent, separately negotiated
exchange agreements with institutional holders (the "Investors") of its
8% senior unsecured notes due 2020 (the "Notes"). Together the new
agreements represent a debt reduction of $22,807,000 par value of Notes.
Combined with the exchange transactions announced last week, Northern
has now entered into agreements to retire $43,757,000 of its remaining

In one of the new exchanges for the Notes, representing $19,807,000 of
par value, Northern will issue 6,582,018 shares of common stock to the
Investor. In exchange for certain guarantees, the Investor has agreed to
a one year lock-up period, subject to certain exceptions.

In the other exchange for the Notes, representing $3,000,000 of par
value, Northern will issue 1,012,652 shares of common stock to the
Investor. In exchange for certain guarantees, the Investor has agreed to
a 90 day lock-up period, subject to certain exceptions.


"With our recent series of exchange transactions, we have lowered annual
fixed charges by more than $3.5 million per year, permanently," said
Nick O'Grady, Northern's Chief Financial Officer. "With these exchanges,
and other recent steps to further reduce debt, we have continued to
strengthen our balance sheet without accessing the capital markets."

This announcement is neither an offer to exchange nor a solicitation of
an offer to exchange any securities. The exchanges are exempt from
registration under Section 3(a)(9) of the Securities Act of 1933.


Northern Oil and Gas, Inc. is an exploration and production company with
a core area of focus in the Williston Basin Bakken and Three Forks play
in North Dakota and Montana.

More information about Northern Oil and Gas, Inc. can be found at


This press release contains forward-looking statements regarding future
events and future results that are subject to the safe harbors created
under the Securities Act of 1933 (the "Securities Act") and the
Securities Exchange Act of 1934 (the "Exchange Act"). All statements
other than statements of historical facts included in this release
regarding Northern's financial position, business strategy, plans and
objectives of management for future operations, industry conditions, and
indebtedness covenant compliance are forward-looking statements. When
used in this release, forward-looking statements are generally
accompanied by terms or phrases such as "estimate," "project,"
"predict," "believe," "expect," "continue," "anticipate," "target,"
"could," "plan," "intend," "seek," "goal," "will," "should," "may" or
other words and similar expressions that convey the uncertainty of
future events or outcomes. Items contemplating or making assumptions
about actual or potential future sales, market size, collaborations, and
trends or operating results also constitute such forward-looking

Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond Northern's control) that
could cause actual results to differ materially from those set forth in
the forward-looking statements, including the following: changes in
crude oil and natural gas prices, the pace of drilling and completions
activity on Northern's properties, Northern's ability to acquire
additional development opportunities, changes in Northern's reserves
estimates or the value thereof, general economic or industry conditions,
nationally and/or in the communities in which Northern conducts
business, changes in the interest rate environment, legislation or
regulatory requirements, conditions of the securities markets,
Northern's ability to raise or access capital, changes in accounting
principles, policies or guidelines, financial or political instability,
acts of war or terrorism, and other economic, competitive, governmental,
regulatory and technical factors affecting Northern's operations,
products, services and prices.

Northern has based these forward-looking statements on its current
expectations and assumptions about future events. While management
considers these expectations and assumptions to be reasonable, they are
inherently subject to significant business, economic, competitive,
regulatory and other risks, contingencies and uncertainties, most of
which are difficult to predict and many of which are beyond Northern's
control. Northern does not undertake any duty to update or revise any
forward-looking statements, except as may be required by the federal
securities laws.

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