Magnolia Oil & Gas Corp

Closed a $500 million offering of 6.625% senior notes due 2034, helping fund the pending WildFire Energy acquisition.

debt financing

Agreed to acquire WildFire Energy's Karnes County, Eagle Ford operator WildFire Intermediate Holdings for $2.65 billion cash plus 32,203,000 Magnolia shares and assumption of $600 million of WildFire's 7.5% notes due 2029 -- by far Magnolia's largest acquisition since its 2018 founding merger, subject to antitrust clearance.

business combination

Closed the previously announced $400 million offering of 6.875% senior notes due 2032.

debt financing

Amended and restated its reserve-based revolving credit facility: maximum commitments up to $1.5 billion (initial borrowing base $800 million), maturing November 2029.

material agreement

Gave notice terminating its Services Agreement with EnerVest Operating (an affiliate of EnerVest, which holds about 47.8% of Magnolia's stock), which had been paid $20-23.6 million a year plus per-well overhead to run day-to-day field and back-office operations -- Magnolia internalizing operations rather than continuing to pay its largest shareholder's affiliate for them.

material agreement termination

Magnolia Oil & Gas Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

Launched a tender offer and consent solicitation asking public/private warrant holders to exchange each warrant for 0.29 shares of Class A stock (or 0.261 shares if holders instead approve an amendment letting the company force conversion) -- a warrant cleanup left over from the 2017 SPAC IPO.

security holder rights change

Agreed to acquire additional Eagle Ford Shale and Austin Chalk oil and gas assets for cash plus 3,054,662 newly issued shares -- Magnolia's first bolt-on acquisition since its 2018 SPAC merger.

asset acquisition disposition

Agreed to acquire substantially all of Harvest Oil & Gas Corp's South Texas assets for approximately  million in cash plus 4.2 million newly issued Class A shares.

asset acquisition disposition

TPG Pace Energy closed its purchase of EnerVest's Karnes County, Giddings and Ironwood Eagle Ford assets on 31 July 2018 for roughly $1.22 billion in cash plus stock, stopped being a shell and renamed itself Magnolia Oil & Gas. The sellers walked away with 49.9% of the company (31.8m Class A and 83.9m exchangeable Class B shares), so control effectively passed to them at closing; the cash came from a $355m private placement, a new Citibank-led revolver and $400m of senior notes.

business combination

Magnolia Oil & Gas Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

Priced that $400 million senior notes offering shortly before the shareholder vote to close the EnerVest acquisition.

debt financing

Ahead of closing the EnerVest acquisition, launched a $400 million private offering of senior notes to help fund the deal.

debt financing

The final version of the proxy was filed, setting the shareholder vote on the EnerVest deal for 2018-07-17 at 9:00 a.m. Eastern in New York. The deal terms match the May draft: about $308M cash for Giddings, about $2.09B for Karnes County and $25M cash for Ironwood. Public holders can redeem their shares for cash from the IPO trust account at closing. If the deal closes, the name changes to Magnolia Oil & Gas and the shares are intended to trade as MGY. This is a step toward closing, not the vote result.

business combination

TPG Pace Energy filed a draft (preliminary) proxy asking shareholders to vote on the EnerVest asset purchase agreed on 2018-03-20. Giddings would cost about $308M cash plus up to $47M of earnout to end-2021. Karnes County would cost about $2.09B, at least $610M of it cash and the rest stock, with up to 13,000,000 earnout shares over five years. Ironwood would cost $25M cash. The draft also proposes a new Class B stock, authorized Class A shares raised from 200M to 1.3B, a 35.5M-share private placement to help pay the cash, and a rename to Magnolia Oil & Gas Corporation. The meeting date is blank in this draft.

business combination

TPG Pace Energy Holdings Corp agreed to acquire EnerVest affiliates' Karnes County and Giddings Field assets in the Eagle Ford, taking the combined company public as Magnolia Oil & Gas -- the deal that gave the SPAC its operating business.

business combination

TPG Pace Energy Holdings Corp, the SPAC that would go on to become Magnolia Oil & Gas, completed its IPO of 65,000,000 units (including a partial over-allotment exercise) at $10 each.

capital raising announcement

the New York Stock Exchange certified Magnolia Oil & Gas Corp's securities for listing, clearing them to begin trading.

listing compliance notice