0001104485FALSE00011044852024-10-012024-10-01

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): October 1, 2024

NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
001-33999
95-3848122
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
4350 Baker Road, Suite 400
Minnetonka, Minnesota
55343
(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:
☐    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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001NOGNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐


Introductory Note

As previously disclosed, on June 27, 2024, Northern Oil and Gas, Inc. (“NOG”) entered into an Acquisition and Cooperation Agreement (the “Cooperation Agreement”) with an unaffiliated third party, SM Energy Company (“SM”), in connection with SM’s entry (along with NOG, solely for the purposes of ratifying certain provisions therein) into a Purchase and Sale Agreement (the “Purchase Agreement”) with XCL AssetCo, LLC, XCL Marketing, LLC, Wasatch Water Logistics, LLC, XCL Resources, LLC and XCL SandCo, LLC (collectively, “XCL”), pursuant to which SM and NOG agreed to acquire certain Uinta Basin oil and gas properties and other assets located in Utah (the “Assets”) from XCL (the “Acquisition”). Pursuant to the Cooperation Agreement and the Purchase Agreement, NOG agreed to acquire an undivided 20% interest in the Assets in exchange for consideration of approximately $510.0 million in cash, subject to certain customary purchase price adjustments.

Item 2.01.    Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.

On October 1, 2024, SM and NOG completed the Acquisition whereby NOG has acquired an undivided 20% interest in the Assets in exchange for approximately $511.2 million in cash (funded in part by a $25.5 million cash deposit previously paid into escrow by NOG upon the execution of the Cooperation Agreement). The closing settlement is net of preliminary and customary purchase price adjustments and remains subject to post-closing settlements between the parties.

The material terms of the Cooperation Agreement and the Purchase Agreement were previously disclosed in Item 1.01 of NOG’s Current Report on Form 8-K filed on June 28, 2024, which is incorporated herein by reference. The foregoing descriptions of the Cooperation Agreement and the Purchase Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to the copies of the Cooperation Agreement and Purchase Agreement filed herewith as Exhibit 2.1 and Exhibit 2.2, respectively, and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 2, 2024, NOG issued a press release regarding the completion of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.




Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescriptionReference
Acquisition and Cooperation Agreement, dated as of June 27, 2024, by and between SM Energy Company and Northern Oil and Gas, Inc.Incorporated by reference to Exhibit 10.2 to SM Energy Company’s Current Report on Form 8-K (File No. 001-31539) filed with the Securities and Exchange Commission on June 28, 2024
Purchase and Sale Agreement, dated as of June 27, 2024, by and among XCL AssetCo, LLC, XCL Marketing, LLC, Wasatch Water Logistics, LLC, XCL Resources, LLC and XCL SandCo, LLC, as seller, SM Energy Company, as purchaser, and Northern Oil and Gas, Inc. (solely for the purposes of ratifying certain provisions therein).Incorporated by reference to Exhibit 10.1 to SM Energy Company’s Current Report on Form 8-K (File No. 001-31539) filed with the Securities and Exchange Commission on June 28, 2024
  Press release of Northern Oil and Gas, Inc., dated October 2, 2024.Filed herewith
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRLFiled herewith

*     Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.


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 2, 2024
NORTHERN OIL AND GAS, INC.
By /s/ Erik J. Romslo
Erik J. Romslo
Chief Legal Officer and Secretary



Exhibit 99.1
NOG Closes Uinta Basin Acquisition
MINNEAPOLIS--(BUSINESS WIRE)-- Northern Oil and Gas, Inc. (NYSE: NOG) (“NOG”) closed its previously announced acquisition of Uinta Basin assets from XCL Resources, LLC (“XCL”) on October 1, 2024. The closing included the assets previously owned by Altamont Energy, LLC (“Altamont”). These transactions provide NOG with over a decade of Tier 1 inventory across ~15,800 net acres in the Uinta Basin with ~116 net underwritten undeveloped locations and additional exploration upside potential.
NOG jointly acquired the assets with SM Energy, Inc. (“SM”), which will become the operator of substantially all the assets. In connection with the transaction, NOG and SM entered into cooperation and long-term joint development agreements.
At closing, NOG paid $511.2 million in cash, funded in part by a $25.5 million deposit paid at signing in June 2024. The closing settlement includes the purchase of the Altamont assets, is net of preliminary and customary purchase price adjustments and remains subject to post-closing settlements between the parties. More information regarding this acquisition can be found in NOG’s June 27, 2024 and August 7, 2024 press releases announcing the XCL and Altamont transactions.
ABOUT NOG
NOG is a real asset company with a primary strategy of acquiring and investing in non-operated minority working and mineral interests in the premier hydrocarbon producing basins within the contiguous United States. More information about NOG can be found at www.noginc.com.
SAFE HARBOR
This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical facts included in this release regarding NOG’s dividend plans and practices, financial position, operating and financial performance, business strategy, plans and objectives of management for future operations, industry conditions, indebtedness covenant compliance, capital expenditures, production, cash flow, hedging and other matters are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “guidance,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future sales, production, drilling locations, capital expenditures, market size, collaborations, and trends or operating results also constitute such forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond NOG’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on NOG’s current properties and properties pending acquisition; infrastructure constraints and related factors affecting NOG’s properties; cost inflation or supply chain disruptions; NOG’s ability to acquire additional development opportunities, potential or pending acquisition transactions, the projected capital efficiency savings and other operating efficiencies and synergies resulting from NOG’s acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on NOG’s cash position and levels of indebtedness; changes in NOG’s reserves estimates or the value thereof; disruption to NOG’s business due to acquisitions and other significant transactions; general economic or industry conditions, nationally and/or in the communities in which NOG conducts business; changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets; increasing attention to environmental, social and governance matters; NOG’s ability to consummate any pending acquisition transactions; other risks and uncertainties related to

Exhibit 99.1
the closing of pending acquisition transactions; NOG’s ability to raise or access capital; cyber-incidents could have a material adverse effect on NOG’s business, financial condition or results of operations; changes in accounting principles, policies or guidelines; events beyond NOG’s control, including a global or domestic health crisis, acts of terrorism, political or economic instability or armed conflict in oil and gas producing regions; and other economic, competitive, governmental, regulatory and technical factors affecting NOG’s operations, products and prices.
NOG has based any forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond NOG's control. Accordingly, results actually achieved may differ materially from expected results described in these statements. Forward-looking statements speak only as of the date they are made. You should consider carefully the statements under the heading “Risk Factors” in NOG’s Annual Report on Form 10-K for the year ended December 31, 2023, as updated by subsequent reports NOG files with the SEC. NOG does not undertake, and specifically disclaims, any duty to update or revise any forward-looking statements to reflect events or circumstances after the date of such statements, except as may be required by applicable law or regulation.
CONTACT:
Evelyn Leon Infurna
Vice President of Investor Relations
(952) 476-9800
ir@northernoil.com
Source: Northern Oil and Gas, Inc.



v3.24.3
Cover
Oct. 01, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 01, 2024
Entity Registrant Name NORTHERN OIL AND GAS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33999
Entity Tax Identification Number 95-3848122
Entity Address, Address Line One 4350 Baker Road, Suite 400
Entity Address, City or Town Minnetonka
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55343
City Area Code 952
Local Phone Number 476-9800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001
Trading Symbol NOG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001104485
Amendment Flag false
Northern Oil and Gas (NYSE:NOG)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Northern Oil and Gas Charts.
Northern Oil and Gas (NYSE:NOG)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Northern Oil and Gas Charts.