Chicago, Oct. 11 – Northern Oil and Gas Inc. priced an upsized offering for $435 million of 3.625% convertible senior notes with a seven-year tenor on Tuesday, according to a press release.
The initial conversion premium is 27.5%.
Both the coupon and the initial conversion premium came at the midpoint of talk for a coupon of 3.375% to 3.875% and an initial conversion premium of 25% to 30%.
The deal was upsized from an announced $350 million.
Citigroup Global Markets Inc., Wells Fargo Securities LLC and RBC Capital Markets LLC are bookrunners for the Rule 144A deal, which carries an upsized greenshoe of $65 million (from $50 million).
The notes are non-callable until April 15, 2026 and then subject to a 130% hurdle.
Noteholders may convert their notes starting Oct. 16, 2028 until the second trading day before the maturity date.
In connection with the offering the company will enter into capped call transactions.
The cap price of the capped call transactions will initially be $52.1675 per share, a 75% premium over the Oct. 11 closing price of the company’s common stock.
Proceeds will be used to cover the cost of the call spread, to repurchase $30 million of common stock and for general corporate purposes.
General corporate purposes include the repayment of a portion of the company’s revolver, and ultimately the cash purchase for recently announced acquisitions of non-operated properties in the Delaware Basin.
Northern Oil and Gas is a Minneapolis-based independent energy company investing in non-operating minority working and mineral interests in oil and gas properties.
| Issuer: | Northern Oil and Gas Inc.
|
| Amount: | $435 million
|
| Greenshoe: | $65 million
|
| Issue: | Convertible senior notes
|
| Maturity: | April 15, 2029
|
| Bookrunners: | Citigroup Global Markets Inc., Wells Fargo Securities LLC and RBC Capital Markets LLC
|
| Coupon: | 3.625%
|
| Price: | Par
|
| Yield: | 3.625%
|
| Conversion premium: | 27.5%
|
| Conversion rate: | 26.3104
|
| Conversion price: | $38.01
|
| Call features: | Non-callable until April 15, 2026 and then subject to a 130% hurdle
|
| Trade date: | Oct.
|
| Settlement date: | Oct. 14
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| Distribution: | Rule 144A
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| Price talk: | Coupon of 3.375% to 3.875% and an initial conversion premium of 25% to 30%.
|
| Stock symbol: | NYSE: NOG
|
| Stock price: | $29.81 on Oct. 11
|
| Market capitalization: | $2.35 billion
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