Magnolia Oil & Gas Corporation 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 of $183 million (the “Offering”). The Offering is expected to close on or about November 8, 2022, 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 2,000,000 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 8,296,077 Class A and 21,826,805 Class B shares of the Company, or approximately 14% of the total outstanding shares of the Company.
J.P. Morgan 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, J.P. Morgan will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204, or by email at prospectus-eq_fi@jpmchase.com.
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.
