Pricing of EnerVest Block Trade of 7,500,000 Shares of Class A Common Stock of Magnolia

Rhea-AI Summary

Magnolia Oil & Gas Corporation (NYSE: MGY) announced the pricing of a block trade of 7,500,000 shares of its Class A common stock, generating total gross proceeds of $122.85 million for the Selling Stockholders, EnerVest, Ltd. The closing date is expected around September 28, 2021. Concurrently, Magnolia will purchase 3,000,000 shares of its Class B common stock. Post-transaction, the Selling Stockholders will own approximately 31.5% of Magnolia's total outstanding shares.

Positive

• The Offering will generate $122.85 million for the Selling Stockholders.
• Magnolia is expanding its ownership of Class B common stock.

Negative

• None.

Magnolia Agreement to Purchase 3,000,000 Shares of Class B Common Stock from EnerVest

HOUSTON--(BUSINESS WIRE)-- Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or the “Company”) today announced the pricing of the previously announced underwritten block trade 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”) resulting in total gross proceeds to the Selling Stockholders of $122.85 million (the “Offering”). The Offering is expected to close on or about September 28, 2021, subject to customary closing conditions. The Company will not sell any shares of its Class A Common Stock in the Offering or receive any proceeds from the Offering.

In connection with the Offering, the Company has agreed to purchase from the Selling Stockholders 3,000,000 shares of the Company’s Class B common stock at a price per share equal to the price per share at which the 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 20,112,444 Class A and 52,915,438 Class B shares of the Company, or approximately 31.5% of the total outstanding shares of the Company.

J.P. Morgan Securities LLC 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, the underwriter will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting:

J.P. Morgan Securities LLC
Attention: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions
1155 Long Island Avenue, Edgewood, NY 11717
Email at prospectus-eq_fi@jpmchase.com
Phone at 1-866-803-9204

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 present or historical fact included in this press release, regarding Magnolia’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management 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 (“COVID-19”) 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 as well as supply and demand considerations; (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. 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/20210924005535/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 did Magnolia Oil & Gas announce on September 24, 2021?

Magnolia announced the pricing of a block trade for 7,500,000 shares of its Class A common stock, along with a purchase of 3,000,000 shares of Class B common stock.

How much will the Offering generate for the Selling Stockholders?

The Offering is expected to generate total gross proceeds of $122.85 million.

When is the expected closing date for the Offering?

The Offering is expected to close on or around September 28, 2021.

What percentage of Magnolia's total outstanding shares will the Selling Stockholders own after the transaction?

After the transaction, the Selling Stockholders will own approximately 31.5% of Magnolia's total outstanding shares.

Who is acting as the book-running manager for Magnolia's Offering?

J.P. Morgan Securities LLC is the sole book-running manager for the Offering.