Magnolia Oil & Gas Corporation Announces Secondary Public Offering of Class A Common Stock and Intention to Purchase Class B Common Stock from Affiliates of EnerVest, Ltd.
Magnolia Oil & Gas Corporation (NYSE: MGY) has initiated an underwritten public offering of 17,000,000 shares of its Class A common stock by certain affiliates of EnerVest, Ltd. The underwriters also have a 30-day option for an additional 2,550,000 shares. Magnolia will not sell any shares or receive proceeds from this offering. Concurrently, the company plans to buy 5,000,000 shares of Class B common stock from the Selling Stockholders at the same price as the Class A shares. The offering is backed by an effective shelf registration statement.
- Potential to strengthen the capital structure through the concurrent purchase of Class B common stock.
- The offering allows for possible future growth by increasing liquidity.
- Dilution risk for existing shareholders due to the public offering.
- No immediate capital raised for the company as it will not receive proceeds from the offering.
Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or the “Company”) today announced that it has commenced an underwritten public offering (the “Offering”) of an aggregate 17,000,000 shares of the Company’s Class A common stock (“Class A Common Stock”) by certain affiliates of EnerVest, Ltd. (the “Selling Stockholders”). The Selling Stockholders expect to grant the underwriters a 30-day option to purchase up to an aggregate additional 2,550,000 shares of Class A Common Stock. Magnolia will not sell any shares of its Class A Common Stock in the Offering or receive any proceeds from the Offering.
Credit Suisse Securities (USA) LLC and Citigroup are acting as the book-running managers for the Offering.
Concurrently with the closing of the Offering, the Company intends to purchase from the Selling Stockholders 5,000,000 shares of the Company’s Class B common stock at a price per share equal to the price per share at which the underwriters purchase shares of the Company’s Class A Common Stock in this 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.
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, the book-running managers will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting:
Credit Suisse Securities (USA) LLC Attn: Prospectus Department 6933 Louis Stephens Drive Morrisville, NC 27560 Telephone: 1-800-221-1037 E-mail: usa.prospectus@credit-suisse.com |
Citigroup c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 Telephone: 1-800-831-9146 |
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
Magnolia 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.
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 present or historical fact included in this press release, regarding the completion of the Offering and the Class B Common Stock Purchase 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 coronavirus disease 2019 pandemic, including the effects of related public health concerns and the impact of continued actions taken by governmental authorities and other third parties in response to the pandemic and its impact on commodity prices, supply and demand considerations, and storage capacity; (ii) the outcome of any legal proceedings that may be instituted against Magnolia; (iii) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (iv) changes in applicable laws or regulations; and (v) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors. 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, 2020, filed with the SEC on February 23, 2021. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
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FAQ
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What is the purpose of the concurrent Class B stock purchase in the MGY offering?
