Northern Oil & Gas Completes Delaware Basin Acquisition

TL;DR

NOG just bought more Delaware Basin assets, expanding their reach.

AI Summary

On October 1, 2024, Northern Oil & Gas, Inc. announced the completion of its acquisition of certain oil and gas assets in the Delaware Basin from an undisclosed seller for an undisclosed amount. This transaction is expected to enhance the company's production and reserve base.

Why It Matters

This acquisition expands Northern Oil & Gas's footprint in a key producing region, potentially increasing future revenue and production volumes.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, valuation, and future commodity price fluctuations.

Key Players & Entities

• NORTHERN OIL & GAS, INC. (company) — Registrant
• Delaware Basin (location) — Acquisition area
• October 1, 2024 (date) — Effective date of acquisition completion

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 NOG New York Stock Exchange Indicate
• $510.0 million — ange for consideration of approximately $510.0 million in cash, subject to certain customary p
• $511.2 million — he Assets in exchange for approximately $511.2 million in cash (funded in part by a $25.5 mill
• $25.5 million — .2 million in cash (funded in part by a $25.5 million cash deposit previously paid into escro

Filing Documents

• nog-20241001.htm (8-K) — 34KB
• exhibit991xclclosingprfina.htm (EX-99.1) — 12KB
• 0001104485-24-000185.txt ( ) — 172KB
• nog-20241001.xsd (EX-101.SCH) — 2KB
• nog-20241001_lab.xml (EX-101.LAB) — 21KB
• nog-20241001_pre.xml (EX-101.PRE) — 12KB
• nog-20241001_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

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.

01. Regulation FD Disclosure

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits. Exhibit Number Description Reference 2.1 * 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 2.2 * 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 99.1 Press release of Northern Oil and Gas, Inc., dated October 2, 2024. Filed herewith 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL Filed 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

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

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View this 8-K filing on SEC EDGAR