Northern Oil and Gas, Inc. (NOG)
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M&A Announcement

Nov 16, 2021

Mike Kelly
EVP of Finance, Northern Oil and Gas

Hi, everyone. This is Mike Kelly from Northern Oil, and I'm here with our CEO, Nick O'Grady, to update you on another exciting value-creating acquisition for NOG that we just announced. If you haven't already, please check out the press release and our investor presentation regarding our $406.5 million Veritas Permian acquisition, the largest deal in NOG's history, I might add, that we posted to our website today, November 16. I'm gonna hand over the call to Nick in a moment, and he will refer to a few of the slides from the presentation during his remarks. Before I do that, let's cover our safe harbor language. Be advised that our remarks today may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act.

These forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from the expectations contemplated by these forward-looking statements. Those risks include, among others, matters that we have described in our press releases, investor presentations, and filings with the SEC, including our Form 10-K and Form 10-Q filings. We disclaim any obligation to update these forward-looking statements. During this conference call, we may discuss certain non-GAAP financial measures and additional information about these measures, including the reconciliations to the closest GAAP measures can be found in our press releases and investor presentations that are available on our website. Okay, with that taken care of, I will now hand the call over to Northern CEO, Nick O'Grady.

Nick O'Grady
CEO, Northern Oil and Gas

Thanks, Mike, and thanks everyone for taking the time to listen in today. Today, we've announced a transformative acquisition in the core of the Delaware Basin for $406.5 million in cash and about 1.9 million common equity warrants to provide the sellers with some additional upside. Similar to our Permian deal announced in June, this was a directly negotiated off-market transaction. As Mike mentioned, this is NOG's largest deal ever done, and I believe it may be the most important and impressive deal our company has ever consummated as well. Slides five and six of our acquisition deck provide the rationale and the key metrics of the deal, and I wanna drive home five of these points to relate to you why we're so excited about this transaction. Number one, let's just keep it simple.

This transaction is being done at an incredible 2.2x next 12 months cash flow multiple. That valuation for such a high-quality asset is exceptional. At this price, the deal is tremendously accretive across the board on essentially all key financial metrics, most importantly, on key per share statistics. Number two, more to this point, the PV-10 value of the proved developed producing wells and wells in process or AFE'd stands at $429 million, which is above our cash purchase price of $406.5 million. What does this mean? It means that we paid below base NAV for an asset that has tremendous inventory upside, and we will see development for years to come. We paid effectively nothing for the inventory. Number three, more on the inventory front.

We picked up 6,000 acres located exactly where you want to be in the Permian, such as Lea and Eddy counties in New Mexico. The acreage position comes with exposure to greater than 600 identified future gross well locations that support IRRs of more than 75%. Number four, the asset is a free cash flow machine. We anticipate about $140 million of unlevered free cash flow from the acquired assets in 2022, which represents an extraordinary free cash flow yield of about 35% based on our cash purchase price. We also believe this transaction will increase our potential combined free cash flow per share in 2022 by over 30%. Cumulatively, the company should generate at today's strip well over $1.3 billion in cash through 2025.

We will immediately begin a hedging program to lock in a substantial portion of the cash flows. Number five, the increased cash flow will once again allow us to submit another request to the board of directors to raise NOG's quarterly dividend to $0.12 per share from $0.08 prior, marking the third increase to NOG's dividend since its initiation in the second quarter of 2021. We are still just scratching the surface of our ultimate dividend potential here, and this deal should set the stage for even further acceleration as we enter 2022. Based on our last closing price, we will be at above 2% yield, which is a great accomplishment given we just began this program.

As I mentioned on our conference call, while we continue to grow the dividend, we also continue to move the payout potential goalposts faster, which gives us significant firepower for continued future growth. Finally, if we zoom out and look at what this deal does for us strategically, it may be as important, if not more, than the bullets I just touched on. This transaction gets us to a point where we foresee towering amounts of free cash flow in the coming years. This free cash flow wedge, combined with a fortress-like balance sheet, will allow NOG to largely self-fund future growth, which will be the obvious benefit to our shareholders. Okay, that sums up the three-minute executive pitch. I'm now gonna touch on a few more of the highlights from the presentation before letting you go enjoy your evening.

If you turn to slide nine, you'll see that pro forma for the transaction, NOG will become a 70,000+ Boe a day company. This size and scale has benefits specific to non-op, particularly on our overhead structure. We've doubled the size of the company over the last year through four attractive M&A deals while keeping our head count fairly static. This has translated to a meaningful compression of our G&A costs, which based on pro forma Q3 numbers, would equate to an incredible $0.63 per Boe.

We also have a more diversified asset base as well, and I'm pleased to report that we now expect greater than 40% of our expected 2022 production to come from the Permian and Marcellus post this transaction. We love our Williston business and our large footprint there, but we also strongly believe in diversified and balanced capital allocation, and this transaction, simply put, gives us more avenues to put our capital to work in the best possible places to maximize returns. Slide 10. I like this slide as it shows a simple visualization of how transformative the Veritas deal is for us. The expected free cash flow for 2022 on the Veritas assets is literally 60% of what we just produced in Q3 on an annualized basis.

When you can purchase an asset with a 35% cash yield, it translates to meaningful accretion to our corporate free cash flow per share metrics. As mentioned earlier, we believe this transaction, inclusive of our contemplated financings, will increase our free cash flow on a per share basis by potentially greater than 30% in 2022. This slide also points out that the Veritas asset has LOE unit costs as well as differentials that are notably lower than NOG's standalone cost, which will put downward pressure on our corporate cost structure. This will add resiliency to any downward moves in commodities over the horizon. Let's go back to slide number eight very quickly and touch on the quality of the position one more time.

You can see that we have close to 900 future gross locations identified with returns of greater than 35%, 635 of which have IRRs greater than 75%. If you look at the major operators we'll have exposure to, it really is an all-star cast. Mewbourne, Devon, Coterra, and Colgate, as well as Conoco and EOG, which are not on this slide. Breakeven costs hover right around the $30 a barrel mark in the counties where we've acquired acreage. I'll stop there and close out by thanking you again for your time and interest. We continue to work tirelessly to create value for our stakeholders, improve the company's prospects, and deliver a more profitable, higher dividend-paying investment proposition in the golden age of non-op.

I mentioned on our last conference call that we saw tremendous potential to create value, and that we would not squander the opportunity for our investors while it exists. I am very proud of our organization, that we are executing on this strategy so seamlessly, and I'm very excited for the future for our investors. This transaction in particular, given its size, scale, and quality, puts the company on a different path as we move forward and sets the stage for a company that will have the wherewithal to effectively self-fund smart M&A on a go-forward basis. We are a company run by investors, for investors, and as this deal should prove, NOG will benefit in every respect. More dividends, less leverage, more cash flow, and improved value per share.

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