NOG Northern Oil and Gas

Filed: 1 Jun 21, 8:00pm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2021




(Exact name of Registrant as specified in its charter)




Delaware 001-33999 95-3848122

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


601 Carlson Parkway, Suite 990

Minnetonka, Minnesota

(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):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, $0.001 par value NOG NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).

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 1.01

Entry into a Material Definitive Agreement.

On May 27, 2021, Northern Oil and Gas, Inc. (the “Company”) entered into a third amendment (the “Amendment”) to its Second Amended and Restated Credit Agreement, dated November 22, 2019 (the “Credit Agreement”), governing the Company’s revolving credit facility with Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto. Pursuant to the Amendment, (i) the Company’s semi-annual borrowing base redetermination was completed and the borrowing base under the credit facility was increased to $725.0 million and (ii) the lenders agreed to an aggregate elected commitment amount of $660.0 million. The aggregate elected commitment amount may be increased semi-annually upon each scheduled borrowing base redetermination on April 1 and October 1, and up to two times between each scheduled redetermination. The next redetermination of the borrowing base is scheduled for October 1, 2021.

The Amendment also amends certain other provisions of the Credit Agreement, including among other things to update provisions regarding payments made in error and the implementation of a LIBOR benchmark replacement. The foregoing description of the Amendment is qualified in its entirety by reference to such Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.


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 9.01.

Financial Statements and Exhibits.

(d) Exhibits.





10.1  Third Amendment to the Second Amended and Restated Credit Agreement, dated May 27, 2021, by and among Northern Oil and Gas, Inc. and Wells Fargo Bank, National Association and the Lenders party thereto.
104  The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



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: June 1, 2021  NORTHERN OIL AND GAS, INC.

/s/ Erik J. Romslo


Erik J. Romslo

Chief Legal Officer and Secretary