nog8k_09302013.htm

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):  September 30, 2013
 
 
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
 
Minnesota
001-33999
95-3848122
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

315 Manitoba Avenue – Suite 200
Wayzata, Minnesota
55391
(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 (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 
 
 

Item 1.01.
Entry into a Material Definitive Agreement.

On September 30, 2013, Northern Oil and Gas, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its third amended and restated credit agreement, dated February 28, 2012, as amended (the “Credit Agreement”), governing the Company’s revolving credit facility with Royal Bank of Canada, as Administrative Agent, and the other lenders party thereto.  Pursuant to the Amendment, the Company’s borrowing base under the credit facility has been increased from $400 million to $450 million.  The next redetermination of the borrowing base is scheduled for April 1, 2014.  

In addition, pursuant to the Amendment (i) the term of the Credit Agreement was extended through September 30, 2018 (previously January 1, 2017), (ii) the applicable margin, or spread, used to calculate interest rates on borrowings under the Credit Agreement was reduced by one quarter of one percent, or 25 basis points, (iii) the $500 million limitation on permitted additional indebtedness (as defined) that may be incurred by the Company was eliminated, and (iv) certain other covenants were modified or removed.

The Amendment is included as exhibit 10.1 to this Form 8-K, and the foregoing description of the material terms of the Amendment is qualified by reference to such exhibit.


Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.


Item 7.01.              Regulation FD Disclosure.

On October 1, 2013, the Company issued a press release regarding the foregoing, a copy of which is furnished as exhibit 99.1 hereto.


Item 9.01.              Financial Statements and Exhibits.

Exhibit Number
  
 
Description
 
  
 
  10.1  
Fourth Amendment to Third Amended and Restated Credit Agreement and Second Amendment to Third Amended and Restated Guaranty and Collateral Agreement, dated September 30, 2013, by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto.
  99.1  
Press release of Northern Oil and Gas, Inc., dated October 1, 2013.


 
 
 

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: October 1, 2013
NORTHERN OIL AND GAS, INC.
By      /s/ Erik J. Romslo                                   
            Erik J. Romslo
Executive Vice President, General Counsel and Secretary
 


 
 
 

EXHIBIT INDEX
 
Exhibit No.
  
Description
     
  10.1  
Fourth Amendment to Third Amended and Restated Credit Agreement and Second Amendment to Third Amended and Restated Guaranty and Collateral Agreement, dated September 30, 2013, by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto.
  99.1  
Press release of Northern Oil and Gas, Inc., dated October 1, 2013.