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Rating Action:

Moody's rates Northern Oil and Gas' proposed notes Caa1

Global Credit Research - 08 May 2013

Approximately $500 million of debt securities affected

New York, May 08, 2013 -- Moody's Investors Service assigned a Caa1 rating to Northern Oil and Gas, Inc.'s (NOG) proposed $200 million senior unsecured notes due 2020. The proceeds from the proposed notes offering will be used to repay borrowings under NOG's secured revolving credit facility, fund capital expenditures and for general corporate purposes. NOG's other ratings are unchanged and the rating outlook is stable.

Rating assignments:

....$200 Million Senior Unsecured Notes due in 2020, Rated Caa1 (LGD 5, 76%)

Moody's current ratings for Northern Oil and Gas, Inc. are:

....Corporate Family Rating of B3

....Probability of Default Rating of B3-PD

....$300 Million Senior Unsecured Notes due 2020, Rated Caa1 (LGD 5, 76%)

....Speculative Grade Liquidity rating of SGL-3

RATINGS RATIONALE

"The proposed bond issuance will improve Northern Oil and Gas' liquidity profile as its capital needs continue to outpace operating cash flow," commented Gretchen French, Moody's Vice President. "While Northern's attractive acreage position in the core Bakken and Three Forks plays should continue to support high margin production growth, leverage relative to production is expected to increase over the next 12-18 months as there remains a heavy level of capital intensity associated with its asset base."

The Caa1 rating on the proposed notes reflects both the overall probability of default of NOG, to which Moody's assigns a Probability of Default of B3-PD, and a loss given default of LGD 5 (76%). The company has a $750 million ($400 million borrowing base, pro forma for the notes issuance) secured revolving credit facility. The proposed notes are unsecured and therefore are subordinate to NOG's senior secured credit facility's first lien claim to the company's assets. This results in the notes being notched one rating beneath the B3 Corporate Family Rating under Moody's Loss Given Default Methodology. However, the Caa1 rating on the unsecured notes could be double notched below the Corporate Family Rating if secured debt levels increased materially over an extended period.

Northern's B3 Corporate Family Rating reflects the company's growing but still small production profile, high capital spending needs to develop the company's resources, as well as its limited control over the pace of this development due to its non-operator status. The B3 rating is supported by the company's strong acreage position in the Williston Basin, considerable well diversity for a company of its size, and the diversity and operational track record of its operating partners. The rating also considers NOG's high oil weighted production, resulting in healthy cash margins, returns and cash flow coverage of debt and helping to partially offset high leverage in terms of debt/production.

NOG's SGL-3 rating reflects the expectation for adequate liquidity through 2013, supported by the company's pro forma undrawn borrowing base revolver and cash balances, which should fund negative free cash flow generation this year. Pro forma for the notes issuance, NOG will have $41 million of cash and no drawings under its $400 million borrowing base credit facility due January 2017, as of April 30, 2013. The SGL-3 rating also reflects the company's oil weighted production and significant hedges of projected 2013 production. The SGL-3 rating is tempered by the company's significant capital spending needs, which are expected to outstrip cash flow over in 2013 by roughly $200 million, the lack of alternate sources of liquidity given that the revolving credit facility is secured by substantially all of the company's assets, and by the borrowing base mechanism on the credit facility.

The stable rating outlook assumes that NOG will continue to grow its production at favorable margins and returns, while maintaining adequate liquidity in order to fund its capital spending needs. The ratings could be upgraded if NOG achieves net average daily production in excess of 15 mboe per day while maintaining strong cash flow coverage of debt (retained cash flow to debt above 40%). On the other hand, the ratings could be downgraded if NOG fails to maintain adequate liquidity to fund its capital program or the production response to capital spending is not in line with forecasts. A negative rating action could also result if NOG makes sizeable share repurchases or distributions that hamper the company's ability to grow or result in retained cash flow to debt falling below 15%.

Northern Oil and Gas, Inc. is headquartered in Wayzata, Minnesota.

The principal methodology used in this rating was Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Northern Oil and Gas, Inc. is headquartered in Wayzata, Minnesota.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this rating action, and whose ratings may change as a result of this rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Gretchen French
VP - Senior Credit Officer
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Steven Wood
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's rates Northern Oil and Gas' proposed notes Caa1
No Related Data.

 

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