-Northern Oil and Gas, Inc. announced the expiration and final tender results of its previously announced cash tender offer (the “Offer”) for any and all of its outstanding 8.50% Senior Secured Second Lien Notes due 2023 (the “Notes”). The terms and conditions of the Offer and the Solicitation (as defined below) are set forth in the Company’s Offer to Purchase and Consent Solicitation Statement, dated as of February 3, 2021 (as it may be amended or supplemented from time to time, the “Statement”).
The Offer and the Solicitation expired at 11:59 p.m., New York City time, on March 3, 2021 (the “Expiration Time”) and no tenders submitted after the Expiration Date are valid. According to information provided by D.F. King & Co, Inc., the Information Agent and Tender Agent for the Offer, $1,002 aggregate principal amount of Notes were validly tendered after 5:00 p.m., New York City time, on February 17, 2021 (the “Early Tender and Consent Date”), but at or prior to the Expiration Time, pursuant to the Offer.
The Company expects to accept for purchase all such Notes and the settlement thereof is expected to occur on March 5, 2021 (the “Final Settlement Date”). Holders of Notes accepted for purchase will receive the “Tender Offer Consideration” of $1,000 per $1,000 principal amount of Notes tendered, plus accrued and unpaid interest from and including the last interest payment date up to, but excluding, the Final Settlement Date.
The early results of the Offer were previously announced in the press release dated February 17, 2021. On February 18, 2021 (the “Early Settlement Date”), the Company purchased $272,086,378 aggregate principal amount of Notes, or 94.6% of the then-outstanding Notes, which were validly tendered and not validly withdrawn at or prior to the Early Tender and Consent Date, in accordance with the Statement.
In connection with the Offer, the Company also solicited consents (the “Solicitation”) from the holders of the Notes for certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) that would, among other things, eliminate substantially all restrictive covenants and certain of the default provisions contained in the Indenture. All tenders of Notes under the procedures described in the Statement constituted the consent of the holder thereof to the Proposed Amendments. Because consents of the holders of at least a majority of the aggregate principal amount of the outstanding Notes were received as of the Early Tender and Consent Date, on the Early Settlement Date, the Company and Wilmington Trust, National Association, as trustee and as collateral agent under the Indenture, executed and delivered a supplemental indenture to the Indenture implementing the Proposed Amendments. The Proposed Amendments became operative on the Early Settlement Date and apply to all holders of the Notes.