JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Dates as of December 8, 2014
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TRT Holdings, Inc. | ||
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By: |
/s/ Xxxxxxx X. Xxxxx | |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Senior Vice President |
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Cresta Investments, LLC | ||
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By: |
/s/ Xxxxxxx X. Xxxxx | |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Secretary |
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Xxxxxx Xxxxxxxxx, LLC | ||
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By: |
/s/ Xxxxxxx X. Xxxxx | |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Vice President |
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/s/ Xxxxxx X. Xxxxxxx | |
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Xxxxxx X. Xxxxxxx | |
ATTACHMENT 1
All of the directors and executive officers of TRT Holdings, Inc. (collectively referred to in this Attachment 1 as the “TRT Covered Persons”) are citizens of the United States. The names, business address, and principal occupation of the TRT Covered Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth below. Except for Xxxxxx X. Xxxxxxx (as set forth in the attached Schedule 13D) and Xxxxxx X. Xxxx, none of the other TRT Covered Persons beneficially own any Common Shares of Northern Oil and Gas, Inc. None of the TRT Covered Persons has entered into any transactions with respect to the Common Shares of Northern Oil and Gas, Inc. during the past 60 days. As of December 8, 2014, Xx. Xxxx directly owns 9,150 Common Shares of Northern Oil and Gas, Inc., which constitute less than 1.0% of the class outstanding (based upon 60,973,390 Common Shares outstanding at October 31, 2014, according to Northern Oil and Gas Inc.’s Quarterly Report on Form 10-Q filed on November 7, 2014). See Item 5 of the attached Schedule 13D for the transactions with respect to the Common Shares of Northern Oil and Gas, Inc. effected by entities controlled by Xx. Xxxxxxx during the past 60 days. The Common Shares beneficially owned by Xx. Xxxx were acquired on the New York Stock Exchange at an average price per share of $14.67, including commissions, utilizing his personal funds. TRT Holdings, Inc.’s principal business is serving as a holding company that invests in the equity securities of businesses in diversified industries.
DIRECTORS
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Business Address |
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Office |
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Xxxxx X. Xxxxx |
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TRT Holdings, Inc. |
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Director |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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Xxxxx X. Xxxxxxxx |
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TRT Holdings, Inc. |
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Director |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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Xxxxxxx X. Xxxxx |
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TRT Holdings, Inc. |
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Director |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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Xxxxxxx X. Xxxxxxxxxx |
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TRT Holdings, Inc. |
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Director |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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Xxxxxx X. Xxxxxxx |
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TRT Holdings, Inc. |
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Director |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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Xxxxxx Xxxxx Xxxxxxx |
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TRT Holdings, Inc. |
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Director |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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EXECUTIVE OFFICERS |
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Name |
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Business Address |
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Office |
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Xxxxxx X. Xxxxxxx |
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TRT Holdings, Inc. |
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Chief Executive Officer |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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Xxxxx X. Xxxxxxxx |
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TRT Holdings, Inc. |
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President |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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Xxxxxxx X. Xxxxx |
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TRT Holdings, Inc. |
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Senior Vice President Real Estate and General Counsel and Secretary |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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Xxxxx X. Xxxxx |
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TRT Holdings, Inc. |
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Senior Vice President Taxation and Assistant Secretary |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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Xxxxxx X. Xxxx |
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TRT Holdings, Inc. |
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Chief Financial Officer and Treasurer |
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0000 Xxxxx Xxx., Xxxxx 000 |
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Dallas, Texas 75219 |
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ATTACHMENT 2
The manager and executive officer of Cresta Investments, LLC (collectively referred to in this Attachment 2 as the “Cresta Investments Covered Persons”) are citizens of the United States. The names of the Cresta Investments Covered Persons and their positions with Cresta Investments, LLC are set forth below. The business address and principal occupation of the Cresta Investments Covered Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Schedule 13D. Except for Xxxxxx X. Xxxxxxx (as set forth in the attached Schedule 13D), none of the other Cresta Investments Covered Persons beneficially own any Common Shares of Northern Oil and Gas, Inc. None of the Cresta Investments Covered Persons has entered into any transactions with respect to the Common Shares of Northern Oil and Gas, Inc. during the past 60 days. See Item 5 of the attached Schedule 13D for the transactions with respect to the Common Shares of Northern Oil and Gas, Inc. effected by entities controlled by Xx. Xxxxxxx during the past 60 days.
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MANAGER |
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Name |
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Position at Cresta Investments, LLC |
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Xxxxxx X. Xxxxxxx |
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Manager |
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EXECUTIVE OFFICER |
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Name |
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Position at Cresta Investments, LLC |
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Xxxxxxx X. Xxxxx |
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Secretary |
ATTACHMENT 3
The names of the manager and executive officers of Xxxxxx Xxxxxxxxx, LLC (collectively referred to in this Attachment 3 as the “Xxxxxx Xxxxxxxxx Covered Persons”) and their position at Xxxxxx Xxxxxxxxx, LLC are set forth below. The executive officers of Xxxxxx Xxxxxxxxx, LLC are citizens of the United States. The principal occupation of the executive officers of Xxxxxx Xxxxxxxxx, LLC, and the name, principal business and address of any corporation or other organization in which such employment is conducted, is set forth in Attachment 1 to the attached Schedule 13D. Except for Cresta Investments, LLC (as set forth in the attached Schedule 13D), none of the other Xxxxxx Xxxxxxxxx Covered Persons beneficially own any Common Shares of Northern Oil and Gas, Inc. Except for Cresta Investments, LLC (as set forth in the attached Schedule 13D), none of the Xxxxxx Xxxxxxxxx Covered Persons has entered into any transactions with respect to the Common Shares of Northern Oil and Gas, Inc. during the past 60 days. The principal business of Cresta Investments, LLC, a Delaware limited liability company, is investing in equity securities and its business address is 0000 Xxxxx Xxx., Xxxxx 000, Xxxxxx, Xxxxx 00000.
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MANAGER |
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Name |
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Position at Xxxxxx Xxxxxxxxx, LLC |
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Cresta Investments, LLC |
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Manager |
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EXECUTIVE OFFICERS |
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Name |
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Position at Xxxxxx Xxxxxxxxx, LLC |
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Xxxxx X. Xxxxxxxx |
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President |
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Xxxxxxx X. Xxxxx |
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Vice President and Secretary |
