8-K

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): January 5, 2023

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	NOG	NYSE American

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

On January 5, 2023 (the “Closing Date”), Northern Oil and Gas, Inc. (the “Company”) completed its previously announced acquisition (the “MPDC Acquisition”) of certain oil and gas properties, interests and related assets pursuant to that certain purchase and sale agreement, dated as of October 18, 2022 (the “PSA” and, as amended to date, the “Final PSA”), by and among Midland Petro D.C. Partners, LLC and Collegiate Midstream LLC (collectively, “MPDC”) and the Company.

The PSA originally contemplated the purchase by the Company of a 36.708% working interest in MPDC’s four-unit development project in the Midland Basin (the “Mascot Project”) for an unadjusted cash purchase price of $330.0 million. Immediately prior to closing, the Company and MPDC entered into that certain second amendment to purchase and sale agreement, dated as of the Closing Date (the “Second Amendment”), which (i) increased the working interest to be purchased by the Company in the Mascot Project by 3.25%, to 39.958%, and (ii) proportionately increased the unadjusted purchase price to $359.2 million.

At closing of the MPDC Acquisition, in accordance with the Final PSA, the Company paid closing consideration consisting of $320.0 million in cash (which includes a $43.0 million cash deposit previously paid by the Company upon the execution of the PSA and held in escrow in accordance with the terms thereof). The cash closing payment is net of preliminary and customary purchase price adjustments and remains subject to final post-closing settlement between the Company and MPDC. The Company funded the closing payment with cash on hand and borrowings under its revolving credit facility.

Item 1.01    Entry into a Material Definitive Agreement.

The description of the Second Amendment set forth under “Introductory Note” above is incorporated herein by reference. The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified by, the full text thereof, which is filed as Exhibit 2.3 hereto and incorporated herein by reference.

Item 2.01    Completion of Acquisition or Disposition of Assets.

The description of the MPDC Acquisition set forth under “Introductory Note” above is incorporated herein by reference. The material terms of the PSA were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed on October 19, 2022, which is incorporated herein by reference. The description of the Final PSA included or incorporated by reference in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the PSA and the amendments thereto, which are filed as Exhibits 2.1, 2.2 and 2.3 hereto, and are incorporated herein by reference.

Item 7.01.    Regulation FD Disclosure.

On January 9, 2023, the Company issued a press release regarding the consummation of the MPDC Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
2.1	Purchase and Sale Agreement between Northern Oil and Gas, Inc., Midland-Petro D.C. Partners, LLC, and Collegiate Midstream LLC, dated as of October 18, 2022 (incorporated by reference to Exhibit 2.1 to Northern Oil and Gas, Inc.’s Current Report on Form 8-K filed with the SEC on October 19, 2022).*
2.2	First Amendment to Purchase and Sale Agreement between Northern Oil and Gas, Inc., Midland-Petro D.C. Partners, LLC, and Collegiate Midstream LLC, dated as of December 13, 2022.*
2.3	Second Amendment to Purchase and Sale Agreement between Northern Oil and Gas, Inc., Midland-Petro D.C. Partners, LLC, and Collegiate Midstream LLC, dated as of January 5, 2023.*
99.1	Press release of Northern Oil and Gas, Inc., dated January 9, 2023.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

________________

*    Certain schedules and exhibits have been omitted in accordance with Item 601(b)(2) 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: January 9, 2023 NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary

EX-2.2

Exhibit 2.2

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

This First Amendment to Purchase and Sale Agreement (this “First Amendment”), dated December 13, 2022 (the “First Amendment Execution Date”), is by and between Midland-Petro D.C. Partners, LLC, a Texas limited liability company, and Collegiate Midstream, a Texas limited liability (each, a “Seller Party,” and collectively, “Seller”), and Northern Oil and Gas, Inc., a Delaware corporation (“Buyer”). Seller and Buyer may be referred to collectively as the “Parties” and individually as a “Party.” Unless otherwise indicated, capitalized terms used herein shall have the meaning set forth in the NOG PSA (defined below).

WHEREAS, Seller and Buyer entered into that certain Purchase and Sale Agreement, dated October 18, 2022, whereby Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller, the Assets, in the manner and upon the terms set forth therein (the “NOGPSA”); and

WHEREAS, Seller and U.S. Energy Development Corporation (“USEDC”) have entered into that certain Purchase and Sale Agreement dated December 13, 2022 (the “USEDC PSA”), whereby Seller has agreed to sell to USEDC, and USEDC agreed to purchase from Seller, an undivided interest in the properties comprising the Assets, in the manner and upon the terms and conditions set forth therein; and

WHEREAS, Buyer consents to the transactions contemplated by the USEDC PSA; and

WHEREAS, the Parties desire to enter into this First Amendment in order to evidence Buyer’s consent to Seller’s consummation of the transactions contemplated by the USEDC PSA and to amend certain provisions of the NOG PSA to address and accommodate the transactions contemplated by the USEDC PSA;

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I. CONSENT AND CERTAIN AMENDMENTS

1.    Buyer’s Consent. Buyer hereby consents to Seller’s consummation of the transactions contemplated by the USEDC PSA, as in effect on the First Amendment Execution Date, including, without limitation, Seller’s execution, delivery and performance of the JOA and the other USEDC Transaction Documents.

2.    Section 2.2 of the NOG PSA (Excluded Assets) is hereby amended by adding the following subsections:

“(t) all rights under the USEDC PSA and the USEDC Transaction Documents;     and

(u) the F&D Agreement.”

3.    In Section 16.9 of the NOG PSA (Notices) the email address “david@aringtonoil.com” is corrected to “david@arringtonoil.com.”

4.    Exhibit H of the NOG PSA (Form of Joint Operating Agreement) is hereby deleted in its entirety and replaced with the Form of Joint Operating Agreement attached to this First Amendment as Exhibit A.

5.    Schedule 2.2 of the NOG PSA (Excluded Assets) is hereby amended by adding the following contract thereto:

“Services Agreement dated March 28, 2018, among Bishop Operating Company, LLC, Permian Deep Rock Oil Company, LLC, MPDC Parent Holdings, LLC, Midland-Petro D.C. Partners, LLC, and, solely for the purposes of Article VII, Article IX, Sections 10.2 and 10.7, HPS Investment Partners, LLC.”

6.    Schedule 8.5 of the NOG PSA (Consents) is hereby amended by deleting the following contract therefrom:

“Services Agreement dated March 28, 2018, among Bishop Operating Company, LLC, Permian Deep Rock Oil Company, LLC, MPDC Parent Holdings, LLC, Midland-Petro D.C. Partners, LLC, and, solely for the purposes of Article VII, Article IX, Sections 10.2 and 10.7, HPS Investment Partners, LLC.”

7.    Schedule 8.8(a) of the NOG PSA (Material Contracts) is hereby amended by deleting the following contract therefrom:

“Services Agreement dated March 28, 2018, among Bishop Operating Company, LLC, Permian Deep Rock Oil Company, LLC, MPDC Parent Holdings, LLC, Midland-Petro D.C. Partners, LLC, and, solely for the purposes of Article VII, Article IX, Sections 10.2 and 10.7, HPS Investment Partners, LLC.”

8.    The following definitions are added, in alphabetical order, to Appendix I of the NOG PSA:

a.    “USEDC PSA” means that certain Purchase and Sale Agreement dated December 13, 2022, by and between Seller and U.S. Energy Development Corporation.

b.    “USEDC Transaction Documents” means the Transaction Documents as such term is defined in the USEDC PSA.

ARTICLE II. CERTAIN ADDITIONAL AMENDMENTS OF AGREEMENT

1.    Subject to and contingent upon the “Closing” (as such term is defined in the USEDC PSA) of the purchase and sale contemplated in the USEDC PSA (the “Condition Precedent”), the NOG PSA is hereby amended as provided in this Article II. The provisions of this Article II shall become effective if and only if the Condition Precedent is satisfied without further action by the Parties and as of the date that the Condition Precedent is satisfied; provided, however, that if “Closing” (as such term is defined in the NOG PSA) occurs prior to “Closing” (as such term is defined in the USEDC PSA), the provisions of this Article II shall be null and void and of no force and effect.

2.    Section 13.3(d) of the NOG PSA is hereby deleted in its entirety and replaced with the following:

Buyer shall deliver to Seller, to the account designated in the funds flow memorandum, by direct bank or wire transfer in same day funds, the Preliminary Adjusted Purchase Price less the Deposit, less the (i) Payoff Amount as set forth in Section 13.3(l) and (ii) the amount of the Acceleration Payment as set forth in the Reversion Statement furnished by Seller to Buyer in accordance with Section 13.3(k), in each case, as set forth in the funds flow memorandum.

3.    Section 13.3(i) of the NOG PSA is hereby deleted in its entirety and replaced with the following:

Seller shall deliver to Buyer, or cause to be delivered to Buyer, executed terminations and executed, acknowledged and recordable releases, in forms reasonably acceptable to Buyer, of all mortgage liens, security interests and financing statements, in each case, that secure indebtedness for borrowed money by Seller or any of its Affiliates, including the Existing Indebtedness (including, for the avoidance of doubt, copies of recordable releases of any indebtedness for borrowed money under the Existing Indebtedness that is paid in part or in full on or before the anticipated Closing Date) of Seller and joint operating agreement (or similar) liens to the extent securing obligations under the F&D Agreement, and, if applicable, authorizations to file UCC-3 termination statement releases in all applicable jurisdictions to evidence the release of all such liens to the extent encumbering the Assets;

4.    Section 13.3(k) of the NOG PSA is hereby deleted in its entirety and replaced with the following:

Seller shall deliver to Buyer, at least three (3) Business Days prior to Closing, (A) customary payoff letters in form and substance reasonably satisfactory to Buyer, which shall reflect the amount necessary to pay in full and terminate the indebtedness and other obligations under the Note Purchase Agreement (the “Credit Payoff Letters”); and (B) a copy of the Reversion Statement setting forth the amount of the Acceleration Payment to be paid at Closing, including in such computation the Hedge Termination Estimates, and, subject to Buyer’s payment of such amount, if any, pursuant to Section 13(m), Seller shall deliver to Buyer, at Closing, to the extent not previously released in connection with the closing under the USEDC PSA, duly executed, acknowledged and recordable releases

of all Encumbrances, if any, under any trust, mortgage, fixture filing, security agreements and financing statements made by or with respect to Seller or any of its Affiliates securing Existing Indebtedness under the Note Purchase Agreement, the F&D Agreement or Hedges affecting the Assets, including providing in accordance with the terms of the F&D Agreement (i) an executed original counterpart of the “Reversion Assignment” (as such term is defined in the F&D Agreement) and (ii) recordable lien releases of any precautionary mortgages and/or financing statements recorded in connection with the F&D Agreement and any other releases contemplated under the F&D Agreement upon a Reversion (as such term is defined in the F&D Agreement). Seller shall use commercially reasonable efforts to ensure that such Credit Payoff Letters and Reversion Statement shall (i) confirm the aggregate outstanding amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or any other outstanding and unpaid Existing Indebtedness under, respectively, the Note Purchase Agreement and F&D Agreement as of the anticipated Closing Date (and the daily accrual of interest thereafter), (ii) contain payment instructions and an acknowledgement of the funds flow memorandum and the sources and uses described therein and (iii) confirm the satisfaction, release and discharge of, respectively, the Existing Indebtedness under the Note Purchase Agreement and the obligations under the F&D Agreement by such lenders and the release of all Encumbrances thereunder, if any, upon the Assets, upon the payment of such amount in accordance with the payment instructions;

5.    Section 13.3(l) of the NOG PSA is hereby deleted in its entirety and replaced with the following:

(i) Seller shall deliver to the lenders under the Note Purchase Agreement in accordance with the funds flow memorandum, to the account(s) designated by the counterparty in each Credit Payoff Letter, as applicable, by direct bank or wire transfer in immediately available funds, the amount equal to the excess of the net cash proceeds received by Seller at the closing of the USEDC PSA after giving effect to the payment by Sellers in connection with such closing of the outstanding principal balance and accrued and unpaid interest and any fees and costs under the Revolving Credit Agreement; and (ii) Buyer shall deliver to the lenders under the Note Purchase Agreement and to Andros as the Acceleration Payment under the F&D Agreement, in each case in accordance with the funds flow memorandum, to the account(s) designated by the counterparty in each Credit Payoff Letter, as applicable, or, in the case of the payment to Andros, the account of Andros specified in the Reversion Statement, in each case by direct bank or wire transfer in immediately available funds, the amount necessary (A) (after taking into account the funds wired pursuant to clause (i) and pursuant to Section 13.3(r)) to pay in full and terminate the Note Purchase Agreement as of the Closing as set forth in the funds flow memorandum; and (B) to pay in full the Acceleration Payment in accordance with the F&D Agreement as shall be set forth in the funds flow memorandum and to cause the Reversion to occur concurrently with such payment of such Acceleration Payment in order to terminate on the first day of the calendar month following the Reversion (such amount, collectively, the “Payoff Amount”);

5.    Section 13.3(m) of the NOG PSA is hereby deleted in its entirety and replaced with the following:

Seller shall deliver to Buyer a recordable memorandum of the F&D Agreement (such memorandum in a form reasonably acceptable to Buyer) executed and acknowledged by all parties to the F&D Agreement evidencing the termination and release of all obligations thereunder;

6.    The following definition is hereby deleted from Appendix I and replaced with the following:

    “Payoff Amount” has the meaning assigned to such term in Section 13.3(l).

7.    The following definitions are added, in alphabetical order, to Appendix I of the NOG PSA:

a.    “Acceleration Payment” has the meaning assigned to such term in the F&D Agreement.

b.    “Andros” means Andros Permian LLC.

c.    “Hedge Termination Estimates” has the meaning assigned to such term in the F&D Agreement.

d.    “Reversion Statement” shall have the meaning assigned to such term in the F&D Agreement and shall be in the form furnished by Seller to Buyer in accordance with Section 13.3(k).

ARTICLE III. REPRESENTATIONS AND MISCELLANEOUS

1.    Seller’s Representations. Seller hereby represents to Buyer that (a) the execution, delivery and performance by each Seller Party of this First Amendment has been duly and validly authorized and approved by all necessary action on the part of such Seller Party; (b) this First Amendment the valid and binding obligation of each Seller Party and enforceable against each Seller Party in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)and (c) Seller has provided to Buyer a true and complete copy of the USEDC PSA, including all material amendments, supplements and modifications thereto as of the First Amendment Execution Date, except that the following redactions were made to the copy of the USEDC PSA provided to Buyer: the “Purchase Price,” as defined in the USEDC PSA, and Exhibit F (Allocated Values) to the USEDC PSA were redacted.

2.    Buyer’s Representations. Buyer hereby represents to Seller that (a) the execution, delivery and performance by Buyer of this First Amendment has been duly and validly authorized and approved by all necessary action on the part of Buyer; and (b) this First Amendment is the valid and binding obligation of Buyer and enforceable against Buyer in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.    Miscellaneous. This First Amendment is entered into in connection with the NOG PSA and any reference to the NOG PSA shall be a reference to the NOG PSA as amended by this First Amendment. The Parties hereby ratify and confirm the terms and provisions of the NOG PSA, as amended hereby, for all purposes. In the event of a conflict between the terms of this First Amendment and the terms of the NOG PSA, the terms of this First Amendment shall control. The provisions of Article 16 (other than Sections 16.2 through 16.6, 16.8, 16.11 and 16.21) of the NOG PSA are incorporated herein by reference, mutatis mutandis.

[Signature Page to Follow]

IN WITNESS WHEREOF, this First Amendment has been signed by each of the Parties as of the date set forth above, but effective as of the Effective Date.

SELLER:
MIDLAND-PETRO D.C. PARTNERS, LLC
/s/ David H. Arrington
Name:	David H. Arrington
Title:	Manager

COLLEGIATE MIDSTREAM, LLC
/s/ David H. Arrington
Name:	David H. Arrington
Title:	Manager

BUYER:
NORTHERN OIL AND GAS, INC.
/s/ Nicholas O’Grady
Name:	Nicholas O’Grady
Title:	Chief Executive Officer

[Signature Page to First Amendment to the PSA]

EX-2.3

Exhibit 2.3

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Second Amendment to Purchase and Sale Agreement (this “Second Amendment”), dated January 5, 2023, is by and between Midland-Petro D.C. Partners, LLC, a Texas limited liability company, and Collegiate Midstream, a Texas limited liability (each, a “Seller Party,” and collectively, “Seller”), and Northern Oil and Gas, Inc., a Delaware corporation (“Buyer”). Seller and Buyer may be referred to collectively as the “Parties” and individually as a “Party.” Unless otherwise indicated, capitalized terms used herein shall have the meaning set forth in the NOG PSA (defined below).

WHEREAS, Seller and Buyer entered into that certain Purchase and Sale Agreement, dated October 18, 2022, as amended by that certain First Amendment to Purchase and Sale Agreement, dated December 13, 2022 (as amended, the “NOGPSA”), whereby Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller, the Assets, in the manner and upon the terms set forth therein; and

WHEREAS, Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, an additional undivided 3.25% of 8/8ths interest in the properties comprising the Assets under the same terms and conditions as provided in the NOG PSA; and

WHEREAS, the Parties desire to enter into this Second Amendment to set forth the Parties’ agreements with respect to the purchase and sale of such additional undivided 3.25% of 8/8ths interest;

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I. AMENDMENTS

1.    Section 2.1 of the NOG PSA (Assets) is hereby amended by deleting “36.708%” in each instance in which it appears and replacing it with “39.958%”.

2.    Section 3.1 of the NOG PSA (Consideration) is hereby amended by deleting the phrase “Three Hundred Thirty Million dollars ($330,000,000) (the “Purchase Price”)” and replacing it with the following:

“Three Hundred Fifty-Nine Million Two Hundred Seventeen Thousand Sixty-Four dollars ($359,217,064) (the “Purchase Price”).”

3.    Section 16.5 of the NOG PSA (Tag Along Parties) is hereby deleted in its entirety.

4.    Section 16.21 of the NOG PSA (Option to Purchase Additional Interests) is hereby deleted in its entirety.

5.    Schedule 8.8(a) of the NOG PSA (Material Contracts) and Schedule 8.13 of the NOG PSA (Taxes) are hereby amended to add the following contract to each such schedule:

“Tax Partnership Agreement of the MPDC-Andros Tax Partnership, dated July 30, 2021, between Midland-Petro D.C. Partners, LLC, a Texas limited liability company, and Andros Permian LLC, a Delaware limited liability company, as amended by that certain Amendment No. 1 to Tax Partnership Agreement, dated December 29, 2022.”

6.    The definition of “Retained Liabilities” is hereby amended to delete the language in clause (c)(ii) in its entirety and replace it with: “Liabilities under or attributable to the F&D Agreement or the MPDC-Andros Tax Partnership Agreement”.

7.    The following definitions are hereby added, in alphabetical order, to Appendix I of the NOG PSA:

“MPDC-Andros Tax Partnership Agreement” means that certain Tax Partnership Agreement of the MPDC-Andros Tax Partnership, dated July 30, 2021, between Midland-Petro D.C. Partners, LLC, a Texas limited liability company, and Andros Permian LLC, a Delaware limited liability company, as amended by that certain Amendment No. 1 to Tax Partnership Agreement, dated December 29, 2022.”

8.    The following definitions are hereby deleted in their entirety from Appendix I of the NOG PSA:

“Additional Asset Amendment” has the meaning set forth in Section 16.21(b).”

“Additional Asset Offer” has the meaning set forth in Section 16.21(b).”

“Additional Assets” has the meaning set forth in Section 16.21(b).”

“Additional Interest” has the meaning set forth in Section 16.21(a).”

“Additional Interest Amendment” has the meaning set forth in Section 16.21(a).”

“Additional Interest Election” has the meaning set forth in Section 16.21(a).”

“Tag Along Parties” has the meaning set forth in Section 16.6.”

9.    Exhibit A to the NOG PSA is hereby amended by deleting therefrom the Leases described on Attachment A to this Amendment (the “Excluded Punitive Consent Leases”).

10.    Exhibit F to the NOG PSA (Allocated Values) is hereby deleted in its entirety and replaced with Attachment B attached hereto.

11.    Exhibit G to the NOG PSA (Form of Assignment) is hereby amended by deleting “36.708%” in each instance in which it appears and replacing it with “39.958%.”

12.    Exhibit H to the NOG PSA (Form of Joint Operating Agreement) is hereby amended to replace Annex I as it relates to Buyer and replace it with Attachment C attached hereto.

13.    Exhibit I to the NOG PSA (Tag Along Parties) is hereby deleted in its entirety.

14.    Exhibit J to the NOG PSA (Form of Closing Memorandum) is hereby deleted in its entirety and replaced with Attachment D hereto.”

15.    Schedule 2.2 to the NOG PSA (Excluded Assets) is hereby amended by (a) deleting the footer “Schedule 2.2(c)” in each instance in which it appears and replacing it with “Schedule 2.2”; and (b) adding to such Schedule 2.2 the Excluded Punitive Consent Leases.

ARTICLE III. REPRESENTATIONS AND MISCELLANEOUS

1.    Buyer Consent. Buyer consents to the amendment of the MPDC-Andros Tax Partnership Agreement so that immediately following the closing of the transactions contemplated by the NOG PSA, the assets of the Tax Partnership shall be deemed distributed to the Parties thereto and the Tax Partnership shall be deemed terminated pursuant to Code §708(b)(1).

2.    Seller’s Representations. Seller hereby represents to Buyer that (a) the execution, delivery and performance by each Seller Party of this Second Amendment has been duly and validly authorized and approved by all necessary action on the part of such Seller Party; (b) this Second Amendment is the valid and binding obligation of each Seller Party and enforceable against each Seller Party in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.    Buyer’s Representations. Buyer hereby represents to Seller that (a) the execution, delivery and performance by Buyer of this Second Amendment has been duly and validly authorized and approved by all necessary action on the part of Buyer; and (b) this Second Amendment is the valid and binding obligation of Buyer and enforceable against Buyer in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.    Miscellaneous. This Second Amendment is entered into in connection with the NOG PSA and any reference herein to the NOG PSA shall be a reference to the NOG PSA as amended by the First Amendment and this Second Amendment. The Parties hereby ratify and confirm the terms and provisions of the NOG PSA, as amended hereby, for all purposes. In the event of a conflict between the terms of this Second Amendment and the terms of the NOG PSA, the terms of this Second Amendment shall control. The provisions of Article 16 (other than Sections 16.2 through 16.6, 16.8, 16.11 and 16.21) of the NOG PSA are incorporated herein by reference, mutatis mutandis.

[Signature Page to Follow]

IN WITNESS WHEREOF, this Second Amendment has been signed by each of the Parties as of the date set forth above, but effective as of the Second Amendment Effective Date.

SELLER:
MIDLAND-PETRO D.C. PARTNERS, LLC
/s/ David H. Arrington
Name:	David H. Arrington
Title:	Manager

COLLEGIATE MIDSTREAM, LLC
/s/ David H. Arrington
Name:	David H. Arrington
Title:	Manager

BUYER:
NORTHERN OIL AND GAS, INC.
/s/ Erik Romslo
Name:	Erik Romslo
Title:	Chief Legal Officer

[Signature Page to Second Amendment to Purchase and Sale Agreement]

EX-99.1

Exhibit 99.1

NOG Announces Closing of Upsized Acquisition in Core Midland Basin Development Project

HIGHLIGHTS

•NOG closes previously announced acquisition of non-operated interests in a stacked pay, six-zone development project (the “Mascot Project”) in the core of the Midland Basin

•Acquisition upsized from original announcement, with NOG acquiring an additional 3.25% working interest in the Mascot Project on identical pro rata terms as originally announced

•In total, NOG acquired a 39.958% working interest in the Mascot Project for an initial closing price of $320.0 million, inclusive of the $43 million deposit paid at signing

•NOG expects impact for additional working interests to be pro rata from previous public disclosures, including production and related capital expenditures

MINNEAPOLIS--(BUSINESS WIRE)-- Northern Oil and Gas, Inc. (NYSE: NOG) (the “Company” or “NOG”) today announced the closing of its acquisition of non-operated properties in the core of the Midland Basin.

MIDLAND BASIN ACQUISITION

On January 5, 2023, NOG closed on its previously announced acquisition of non-operated interests in the Mascot Project from Midland Petro D.C. Partners, LLC (“MPDC”). As part of the closing, NOG upsized the originally announced transaction by acquiring an additional 3.25% working interest in the Mascot Project for an incremental $29.2 million of unadjusted purchase price (identical pro rata economic terms as originally announced).

In total, NOG acquired a 39.958% working interest in the Mascot Project. The initial closing settlement was $320.0 million in cash, which includes a $43.0 million deposit paid at signing in October 2022. The closing cash settlement is net of preliminary and customary purchase price adjustments and remains subject to post-closing settlements between NOG and MPDC. More information regarding this acquisition can be found in NOG’s October 19, 2022 press release announcing the transaction, which is available here.

NOG funded the acquisition with cash on hand, operating free cash flow and borrowings from NOG’s revolving credit facility.

ABOUT NORTHERN OIL AND GAS

NOG is a company with a primary strategy of investing in non-operated minority working and mineral interests in oil & gas properties, with focus on the premier hydrocarbon producing basins within the contiguous United States. More information about NOG can be found at www.northernoil.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 financial position, common stock dividends, business strategy, plans and objectives of management for future operations, industry conditions,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, 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 properties and properties pending acquisition, the effects of the COVID-19 pandemic and related economic slowdown, NOG's ability to acquire additional development opportunities, integration and benefits of property acquisitions, or the effects of such acquisitions on Northern’s cash position and levels of indebtedness, changes in NOG's reserves estimates or the value thereof, 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, risks and uncertainties related to the closing of recent acquisition transactions (including the transactions described herein), NOG's ability to raise or access capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting NOG's operations, products, services and prices.

NOG has based these 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. NOG does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.

CONTACTS

Evelyn Infurna

Vice President of Investor Relations
(952) 476-9800
ir@northernoil.com

Source: Northern Oil and Gas, Inc.

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Cover	Jan. 09, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 05, 2023
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	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0001104485
Amendment Flag	false