EnerVest Proposed Block Trade of 7,500,000 Shares of Class A Common Stock of Magnolia; Magnolia Intention to Purchase 2,500,000 Shares of Class B Common Stock From EnerVest

Rhea-AI Summary

Magnolia Oil & Gas Corporation (NYSE: MGY) has announced a proposed underwritten block trade of 7,500,000 shares of its Class A Common Stock, offered by certain affiliates of EnerVest, Ltd. Magnolia itself will not sell any shares in this Offering and will not receive any proceeds. Additionally, Magnolia intends to buy 2,500,000 shares of its Class B Common Stock from the Selling Stockholders, contingent on the Offering's completion. Following these transactions, the Selling Stockholders will hold about 21.9% of Magnolia's total outstanding shares.

Positive

• The Offering involves a significant block trade of 7,500,000 shares, indicating potential interest in MGY stock.
• Magnolia's planned purchase of 2,500,000 shares of Class B stock may enhance shareholder value.

Negative

• Magnolia will not benefit financially from the sale of Class A shares, which may raise concerns about shareholder dilution.
• The Offering could indicate potential volatility or uncertainty in the stock, given that large block trades can impact price.

 

HOUSTON--(BUSINESS WIRE)-- Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or the “Company”), today announced the proposed underwritten block trade (the “Offering”) of 7,500,000 shares of the Company’s Class A common stock (the “Class A Common Stock”) by certain affiliates of EnerVest, Ltd. (the “Selling Stockholders”). The shares will be offered from time to time for sale through negotiated transactions or otherwise at market prices prevailing at the time of sale. Magnolia will not sell any shares of its Class A Common Stock in the Offering and will not receive any proceeds from the sale by the Selling Stockholders of shares of Class A Common Stock.

In connection with the Offering, the Company intends to purchase from the Selling Stockholders 2,500,000 shares of the Company’s Class B common stock at a price per share equal to the price per share at which the underwriter purchases shares of the Company’s Class A Common Stock in the Offering (the “Class B Common Stock Purchase”). The Offering is not conditioned upon the completion of the Class B Common Stock Purchase, but the Class B Common Stock Purchase is conditioned upon the completion of the Offering.

Following the closing of the Offering and Class B Common Stock Purchase, the Selling Stockholders will own 13,528,823 Class A and 35,594,059 Class B shares of the Company, or approximately 21.9% of the total outstanding shares of the Company.

Citigroup is acting as the sole book-running manager for the offering. The Offering is being made pursuant to an effective shelf registration statement, which has been filed with the Securities and Exchange Commission (the “SEC”) and became effective August 30, 2018. The Offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the SEC’s website at www.sec.gov. Alternatively, Citigroup will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146).

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Magnolia Oil & Gas Corporation

Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders through steady production growth, strong pre-tax margins, and free cash flow. For more information, visit www.magnoliaoilgas.com.

Forward-Looking Statements

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 historical fact included in this press release, including, without limitation, statements regarding the Offering and the Class B Common Stock Purchase, Magnolia’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such 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 about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Magnolia disclaims any duty 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 of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, 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 length, scope and severity of the ongoing COVID-19 pandemic, including the emergence and spread of variant strains of COVID-19, including the effects of related public health concerns and the impact of continued or new actions taken by governmental authorities and other third parties in response to the pandemic and its impact on commodity prices and supply and demand considerations; (ii) legislative, regulatory, or policy changes, including those following the change in presidential administrations; (iii) the market prices of oil, natural gas, NGLs, and other products or services; (iv) the supply and demand for oil, natural gas, NGLs, and other products or services; (v) production and reserve levels; (vi) the timing and extent of Magnolia’s success in discovering, developing, producing and estimating reserves; (vii) drilling risks; (viii) economic and competitive conditions; (ix) the availability of capital resources; (x) capital expenditures and other contractual obligations; (xi) weather conditions; (xii) inflation rates; (xiii) the availability of goods and services; (xiv) cyber attacks; (xv) occurrence of property acquisitions or divestitures; (xvi) the integration of acquisitions; (xvii) general market, political and economic conditions, including as a result of COVID-19 and the political environment of oil-producing regions, including uncertainty or instability resulting from civil disorder, an outbreak or escalation of armed hostilities or acts of war or terrorism; and (xviii) the securities or capital markets and related risks such as general credit, liquidity, market, and interest rate risks. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220309005972/en/

Investors

Brian Corales

(713) 842-9036

bcorales@mgyoil.com

Media

Art Pike

(713) 842-9057

apike@mgyoil.com

Source: Magnolia Oil & Gas Corporation

FAQ

What is Magnolia Oil & Gas Corporation's recent stock offering?

Magnolia announced a proposed block trade of 7,500,000 shares of Class A Common Stock by affiliates of EnerVest, Ltd.

Will Magnolia receive proceeds from the stock offering?

No, Magnolia will not receive any proceeds from the sale of Class A Common Stock in the Offering.

What is the significance of the Class B Common Stock Purchase?

Magnolia intends to buy 2,500,000 shares of its Class B Common Stock from the Selling Stockholders, contingent on the Offering's completion.

How will the Offering affect existing shareholders of MGY?

The Offering may lead to concerns regarding dilution since Magnolia will not benefit financially from the Class A stock sale.

What percentage of shares will Selling Stockholders own after the Offering?

After the transactions, Selling Stockholders will own approximately 21.9% of Magnolia's total outstanding shares.