HOUSTON – (COMMERCIAL THREAD) – Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or the “Company”) today announced the previously announced subscribed block trading price of 7,500,000 Class A common shares of the Company (the “Class A Common Shares”) by certain affiliates of EnerVest, Ltd. (the “Selling Shareholders”) resulting in total gross proceeds to the Selling Shareholders of $ 122.85 million (the “Offer”). The Offer is expected to close on or around September 28, 2021, subject to customary closing conditions. The Company will not sell any shares of its Class A common shares under the Offer and will not receive any proceeds from the Offer.
Pursuant to the Offer, the Company has agreed to purchase from the selling shareholders 3,000,000 Class B ordinary shares of the Company at a price per share equal to the price per share at which the underwriter purchases ordinary shares of category A of the Company in the Offer (the “Purchase of Class B Ordinary Shares”). The offer is not conditional on the completion of the purchase of Class B common shares, but the purchase of Class B common shares is conditional on the completion of the offer.
Following the closing of the offering and purchase of Class B common shares, the selling shareholders will hold 20,112,444 Class A shares and 52,915,438 Class B shares of the Company, or approximately 31.5% of the total outstanding shares of the Company.
JP Morgan Securities LLC is acting as the sole accounting manager of the offering. The offering is being made in accordance with a valid pre-registration statement, which has been filed with the Securities and Exchange Commission (the “SEC”) and came into effect on August 30, 2018. The offering will be made only through ‘a preliminary prospectus supplement. and the accompanying base prospectus, copies of which can be obtained on the SEC’s website at www.sec.gov. Otherwise, the underwriter will make arrangements to send you the preliminary prospectus supplement and the related base prospectus if you request it by contacting:
JP Morgan Securities LLC
Attention: JP Morgan Securities LLC, c / o Broadridge Financial Solutions
1155 Long Island Avenue, Edgewood, NY 11717
Email to [email protected]
About Magnolia Oil & Gas Corporation
Magnolia (MGY) is a publicly traded oil and gas exploration and production company operating primarily in South Texas, at the heart of the Eagle Ford Shale and Austin Chalk formations. Magnolia is focused on creating shareholder value through consistent production growth, strong pre-tax margins and free cash flow. For more information visit www.magnoliaoilgas.com.
The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Magnolia’s strategy, future operations, financial condition, estimated income and losses, projected costs, outlook, plans and management’s objectives are forward-looking statements. When used in this press release, the words could, should, will, can, believe, anticipate, intend, estimate, expect, project, the negative of these terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions regarding future events and are based on information currently available as to the outcome and timing of future events. Except as otherwise provided by applicable law, Magnolia disclaims any obligation to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Magnolia cautions you that these forward-looking statements are subject to all risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, relating to the development, production, collection and sale of petroleum, natural gas and natural gas liquids. In addition, Magnolia cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the duration, scope and severity of the current 2019 Coronavirus Disease (“COVID-19”) pandemic , including the effects of related public health issues and the impact of continued actions taken by government authorities and other third parties in response to the pandemic and its impact on commodity prices as well as health considerations. supply and demand; (ii) the outcome of any legal proceedings which may be brought against Magnolia; (iii) Magnolia’s ability to realize the expected profits from its acquisitions, which may be affected, among other things, by competition and Magnolia’s ability to grow and manage its growth profitably; (iv) changes in applicable laws or regulations; and (v) the possibility that Magnolia will be affected by other economic, commercial and / or competitive factors. If one or more of the risks or uncertainties described in this press release occur, or if the underlying assumptions prove to be incorrect, actual results and plans could differ materially from those expressed in the forward-looking statements. Additional information regarding these and other factors that may affect the operations and projections discussed in this document can be found in the documents filed by Magnolia with the SEC, including its annual report on Form 10. -K for the year ended December 31, 2020. Documents filed by Magnolia with the SEC are available. publicly on the SEC website at www.sec.gov.