Latham & Watkins Advises on NOG’s US$725 Million Private Offering and Tender Offer
Northern Oil and Gas, Inc. (NYSE: NOG) (the Company or NOG) has announced that it has priced a private placement (the Offering) under Rule 144A and Regulation S of the Securities Act of 1933, as amended, to eligible purchasers, of US$725 million in aggregate principal amount of new 7.875% senior notes due 2033 at par. The Offering is expected to close on October 1, 2025, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering, together with cash on hand and/or borrowings under the Company’s revolving credit facility, if necessary, to (i) fund the purchase of the Company’s outstanding 8.125% Senior Notes due 2028 (the 2028 Notes) validly tendered and accepted for purchase pursuant to the concurrent tender offer (the Tender Offer), (ii) fund, if 10% or less of the principal amount of the 2028 Notes remain outstanding following the Tender Offer, the redemption of such 2028 Notes in accordance with the indenture governing the 2028 Notes, or, if more than 10% of the principal amount of the 2028 Notes remain outstanding following the Tender Offer, the redemption, on or after March 1, 2026, of such outstanding 2028 Notes, at a redemption price of 100.000% of the principal amount thereof (the Redemption), and (iii) pay all accrued and unpaid interest, premiums, fees, and expenses due or incurred in connection with the Offering, the Tender Offer, and the Redemption. The Tender Offer is conditioned on the consummation of the Offering, but the Offering is not conditioned upon the completion of the Tender Offer.
Latham & Watkins LLP is advising the initial purchasers in the Offering and the dealer manager in the Tender Offer, with a Capital Markets team led by Austin partners David Miller, Michael Chambers, and Samuel Rettew, with associates Connor Adams, Brian Bruzzo, and Don Izekor. Advice was also provided on tax matters by New York partner Bora Bozkurt, with associate Shiyi Parsons; and on environmental health and safety matters by Los Angeles/Houston partner Josh Marnitz, with associate Jacqueline Zhang.