0001104659-18-033806.txt : 20180516
0001104659-18-033806.hdr.sgml : 20180516
20180516161241
ACCESSION NUMBER: 0001104659-18-033806
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180515
FILED AS OF DATE: 20180516
DATE AS OF CHANGE: 20180516
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rowling Robert B.
CENTRAL INDEX KEY: 0001436419
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33999
FILM NUMBER: 18840108
MAIL ADDRESS:
STREET 1: 4001 MAPLE AVE
STREET 2: SUITE 600
CITY: DALLAS
STATE: TX
ZIP: 75219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cresta Investments, LLC
CENTRAL INDEX KEY: 0001660745
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33999
FILM NUMBER: 18840106
BUSINESS ADDRESS:
STREET 1: 4001 MAPLE AVENUE
STREET 2: SUITE 600
CITY: DALLAS
STATE: TX
ZIP: 75219
BUSINESS PHONE: 2142838649
MAIL ADDRESS:
STREET 1: 4001 MAPLE AVENUE
STREET 2: SUITE 600
CITY: DALLAS
STATE: TX
ZIP: 75219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cresta Greenwood, LLC
CENTRAL INDEX KEY: 0001660744
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33999
FILM NUMBER: 18840105
BUSINESS ADDRESS:
STREET 1: 4001 MAPLE AVENUE
STREET 2: SUITE 600
CITY: DALLAS
STATE: TX
ZIP: 75219
BUSINESS PHONE: 2142838649
MAIL ADDRESS:
STREET 1: 4001 MAPLE AVENUE
STREET 2: SUITE 600
CITY: DALLAS
STATE: TX
ZIP: 75219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TRT Holdings Inc
CENTRAL INDEX KEY: 0001376323
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33999
FILM NUMBER: 18840107
BUSINESS ADDRESS:
STREET 1: 4001 MAPLE AVE
STREET 2: SUITE 600
CITY: DALLAS
STATE: TX
ZIP: 75219
BUSINESS PHONE: 214-283-8500
MAIL ADDRESS:
STREET 1: 4001 MAPLE AVE
STREET 2: SUITE 600
CITY: DALLAS
STATE: TX
ZIP: 75219
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NORTHERN OIL & GAS, INC.
CENTRAL INDEX KEY: 0001104485
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 953848122
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 601 CARLSON PKWY, SUITE 990
CITY: MINNETONKA
STATE: MN
ZIP: 55305
BUSINESS PHONE: 952-476-9800
MAIL ADDRESS:
STREET 1: 601 CARLSON PKWY, SUITE 990
CITY: MINNETONKA
STATE: MN
ZIP: 55305
FORMER COMPANY:
FORMER CONFORMED NAME: KENTEX PETROLEUM INC
DATE OF NAME CHANGE: 20000128
4
1
a4.xml
4
X0306
4
2018-05-15
0
0001104485
NORTHERN OIL & GAS, INC.
NOG
0001436419
Rowling Robert B.
4001 MAPLE AVENUE, SUITE 600
DALLAS
TX
75219
0
0
1
0
0001376323
TRT Holdings Inc
4001 MAPLE AVENUE, SUITE 600
DALLAS
TX
75219
0
0
1
0
0001660745
Cresta Investments, LLC
4001 MAPLE AVENUE, SUITE 600
DALLAS
TX
75219
0
0
1
0
0001660744
Cresta Greenwood, LLC
4001 MAPLE AVENUE, SUITE 600
DALLAS
TX
75219
0
0
1
0
Common Stock, $0.001 par value per share
2018-05-15
4
J
0
47438400
1.50
A
59900285
D
Common Stock, $0.001 par value per share
2018-05-15
4
J
0
4000000
1.50
A
63900285
D
Common Stock, $0.001 par value per share
2018-05-15
4
J
0
3146667
1.50
A
67046952
D
Common Stock, $0.001 par value per share
2018-05-15
4
J
0
6666667
1.50
A
73713619
D
Pursuant to that certain Exchange Agreement, dated January 31, 2018 (as amended, the "Exchange Agreement"), among Northern Oil and Gas, Inc. ("NOG") and the Noteholders (as defined in the Exchange Agreement), TRT Holdings, Inc. exchanged $177,894,000 aggregate principal amount of NOG's 8.000% senior notes due 2020 (the "Senior Notes") for (i) $108,872,000 aggregate principal amount of NOG's 8.500% senior secured second lien notes due 2023 (the "Second Lien Notes") and (ii) 47,438,400 shares of NOG's common stock, par value $0.001 per share ("Common Stock").
Pursuant to the Exchange Agreement, Cresta Investments, LLC exchanged $15,000,000 aggregate principal amount of the Senior Notes for (i) $9,180,000 aggregate principal amount of the Second Lien Notes and (ii) 4,000,000 shares of Common Stock.
Pursuant to the Exchange Agreement, Robert B. Rowling exchanged $11,800,000 aggregate principal amount of the Senior Notes for (i) $7,222,000 aggregate principal amount of the Second Lien Notes and (ii) 3,146,667 shares of Common Stock.
Pursuant to that certain Subscription Agreement, dated January 31, 2018, among NOG and TRT Holdings, Inc., TRT Holdings, Inc. acquired 6,666,667 shares of Common Stock for a purchase price of $10,000,000.
61,274,808 of the reported securities are owned directly by TRT Holdings, Inc., 7,947,921 of the reported securities are owned directly by Cresta Investments, LLC, 1,344,223 of the reported securities are owned directly by Cresta Greenwood, LLC, and 3,146,667 of the reported securities are owned directly by Robert B. Rowling, individually. Robert B. Rowling indirectly beneficially owns: (i) all of the reported securities of TRT Holdings, Inc. due to his ownership of all Class B shares of common stock of TRT Holdings, Inc.; (ii) all of the reported securities of Cresta Investments, LLC due to his ownership of 100% of the ownership interests in Cresta Investments, LLC; and (iii) all of the reported securities of Cresta Greenwood, LLC due to his indirect ownership of 100% of the ownership interests in Cresta Greenwood, LLC.
/s/ Robert B. Rowling
2018-05-16
/s/ Michael G. Smith, Executive Vice President, on behalf of TRT Holdings, Inc.
2018-05-16
/s/ Michael G. Smith, Secretary, on behalf of Cresta Investments, LLC
2018-05-16
/s/ Michael G. Smith, Vice President, on behalf of Cresta Greenwood, LLC
2018-05-16