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