Each one in plain English, with the numbers worked through for a shareholder.
16 May 2018business combination● NeutralMajor
Northern Oil & Gas filed a post-effective amendment to an existing Form S-4 after changing its state of incorporation from Minnesota to Delaware on May 9, 2018. No new securities were registered, and the business, assets, directors and officers were unchanged.
Northern Oil and Gas called a special shareholder meeting for May 8, 2018 to vote on issuing up to 137,916,700 shares for a debt exchange and on reincorporating from Minnesota to Delaware. The exchange would swap about $497 million of 8.000% notes for stock and new second lien notes.
Robert Rowling and his affiliated entities reported holding 12,461,885 Northern shares (18.9%) in a Schedule 13D amendment. It disclosed an April 2 second amendment to the Exchange Agreement cutting the minimum cash-only equity raise to $140 million and moving the agreement's expiry to May 15, 2018.
NORTHERN OIL & GAS, INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Northern Oil & Gas lowered the bar for its rescue financing again, cutting the equity it needs to raise to complete the debt exchange from $156 million to $140 million and requiring it all in cash - a sign the original terms were proving hard to hit, even as the company pushed to get the restructuring done by mid-May 2018.
Northern Oil & Gas and its noteholders fine-tuned the terms of the pending debt-for-equity swap, updating the new notes' terms and adding a clause that keeps noteholders and new equity buyers on equal footing on stock lock-ups.
As part of its early-2018 balance-sheet restructuring, Northern Oil and Gas added a further $12 million equity subscription (on top of an existing $40 million commitment), bringing expected proceeds from the restructuring's equity raise to $52 million.
Northern Oil & Gas, working through a debt overhaul after the 2015-2016 oil crash (its 2015-2017 filings show cumulative losses near $1.5 billion), got its term lender TPG to waive a prepayment requirement so it could raise new equity without immediately having to repay debt, as part of a plan to swap $497 million of notes (71% of its outstanding bonds) for stock and new lower-balance notes.