EnerVest has proposed a block transaction of 7,500,000 Class A common shares of Magnolia; Magnolia intends to purchase 2,500,000 Class B common shares of EnerVest

HOUSTON, March 09, 2022–(BUSINESS WIRE)–Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or the “Company”), today announced the proposed syndicated block transaction (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 Shareholders”). The Shares will be offered for sale from time to time through negotiated transactions or otherwise at market prices prevailing at the time of sale. Magnolia will not sell any Class A common shares under the Offer and will not receive any proceeds from the sale by selling shareholders of Class A common shares.

Pursuant to the Offering, the Company intends to purchase from the Selling Shareholders 2,500,000 Class B ordinary shares of the Company at a price per share equal to the price per share at which the underwriter is purchasing ordinary shares Class A Shares of the Company in the Offer (the “Purchase of Class B Common Shares”). The Offer is not conditional on the completion of the Purchase of Class B Ordinary Shares, but the Purchase of Class B Ordinary Shares is conditional on the completion of the Offer.

After the closing of the offering and the purchase of Class B common shares, the selling shareholders will hold 13,528,823 Class A shares 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 sole bookrunner 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 is effective as of August 30, 2018. The offering will be made only at 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 it 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, and there will be no sale of 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 such state or territory.

About Magnolia Oil & Gas Corporation

Magnolia (MGY) is a publicly traded oil and gas exploration and production company that operates primarily in southern Texas, in the heart of the Eagle Ford Shale and Austin Chalk formations. Magnolia is focused on creating shareholder value 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 facts included in this press release, including, without limitation, statements regarding the offering and purchase of Class B common stock, the future financial condition of Magnolia, business strategy, budgets, projected revenues, projected costs and management’s plans and objectives for future operations are forward-looking statements. When used in this press release, the words could, should, will, might, believe, anticipate, intend, estimate, expect, project, the negative form of these terms and other expressions similar statements are intended to identify forward-looking statements, although all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions regarding future events and are based on currently available information as to the outcome and timing of future events. Except as required by applicable law, Magnolia disclaims any obligation to update 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 risks and uncertainties, most of which are difficult to predict and many of which are beyond Magnolia’s control, relating to the development, production, gathering and sale of petroleum, 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 duration, 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 government authorities and other third parties in response to the pandemic and its impact on prices of commodities and supply and demand considerations; (ii) legislative, regulatory or policy changes, including those resulting from a change of presidential administration; (iii) market prices for oil, natural gas, NGLs and other products or services; (iv) 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 discovery, development, production and reserve estimation; (vii) drilling risks; (viii) economic and competitive conditions; (ix) availability of capital resources; (x) capital expenditures and other contractual obligations; (xi) weather conditions; (xii) inflation rates; (xiii) availability of goods and services; (xiv) cyberattacks; (xv) occurrence of acquisitions or disposals of property; (xvi) integration of acquisitions; (xvii) general market, political and economic conditions, including as a result of COVID-19 and the political environment in oil-producing regions, including uncertainty or instability resulting from civil unrest, a outbreak or escalation of armed hostilities or acts of war or terrorism; and (xviii) 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 materialize, or should underlying assumptions prove incorrect, actual results and plans may differ materially from those expressed in the forward-looking statements. Additional information regarding these and other factors that may impact operations and the projections discussed herein may 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 filings with the SEC are publicly available on the SEC’s website at www.sec.gov.

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contacts

Investors
Brian Corales
(713) 842-9036
bcorales@mgyoil.com

Media
art pike
(713) 842-9057
apike@mgyoil.com

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