NORTHERN OIL & GAS, INC. (NOG): debt financing — Northern Oil and Gas closes $200M add-on 3.625% convertible notes offering

NORTHERN OIL & GAS, INC.

Issued $200M aggregate principal of 3.625% Convertible Senior Notes due 2029, including $25M option exercised by initial purchasers.
Notes issued at 105.597% of principal; conversion price ~$37.06 per share, representing a ~19% premium over last sale.
Entered capped call transactions to reduce dilution, with cap price ~$50.87 per share, 63% above June 12, 2025 closing.
Notes are additional series under existing $500M 3.625% notes indenture; trade as one class with identical terms after de-legending.
Obtained revolving credit facility waiver to avoid automatic borrowing base reduction upon offering consummation.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

NORTHERN OIL & GAS, INC. incurred convertible notes of $200,000,000 with Morgan Stanley & Co. LLC at 3.625% per annum maturing April 15, 2029.

Instrument: convertible notes
Principal: $200,000,000
Counterparty: Morgan Stanley & Co. LLC
Rate: 3.625% per annum
Maturity: April 15, 2029
Event: incurrence

Exact text from the filing

buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the New Notes sold in the offering was $200,000,000, which includes $25,000,000 in aggregate principal amount of New Notes issued pursuant to the Initial Purchasers’ option to purchase additional New Notes on the same terms and

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Source: SEC EDGAR

accession 0001104485-25-000117

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