UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On November 3, 2022, Magnolia Oil & Gas Corporation, a Delaware corporation (the “Company”), and certain affiliates of EnerVest, Ltd. (the “Selling Stockholders”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as sole book-running manager (the “Underwriter”), pursuant to which the Selling Stockholders agreed to sell an aggregate of 7,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to the Underwriter (the “Offering”) at a price of $24.26 per share. The Offering was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-226795), which was declared effective on August 30, 2018, by means of the prospectus supplement, dated November 3, 2022 (the “Prospectus Supplement”), filed by the Company with the Securities and Exchange Commission on November 4, 2022.
In connection with the Offering, the Company agreed to purchase from certain of the Selling Stockholders an aggregate of 2,000,000 units of Magnolia Oil & Gas Parent LLC (“Magnolia LLC Units”) and to surrender and deliver an equal number of shares of corresponding Class B common stock of the Company, at a price per Magnolia LLC Unit and corresponding share of Class B common stock equal to the price per share at which the Underwriter agreed to purchase shares of our Class A Common Stock under the Underwriting Agreement in this Offering (the “Concurrent Unit Purchase”).
The Offering and the Concurrent Unit Purchase closed on November 8, 2022. The Company did not receive any proceeds from the Offering. The Company funded the Concurrent Unit Purchase with cash on hand.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriter may be required to make because of any of those liabilities.
The Underwriter and its respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage activities and other financial and non-financial activities and services. As more fully described under the caption “Underwriting” in the Prospectus Supplement, the Underwriter and its respective affiliates may in the future provide a variety of these services to the Company and to persons and entities with relationships with the Company for which they would receive customary fees and expenses. Following the Offering, the Selling Stockholders collectively own approximately 14% of the total outstanding shares of the Company’s common stock and have certain other contractual rights and obligations with the Company, as more fully described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated as of November 3, 2022, by and among Magnolia Oil & Gas Corporation, the selling stockholders and J.P. Morgan Securities LLC. | |
| 5.1 | Opinion of Kirkland & Ellis LLP. | |
| 23.1 | Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1 hereto). | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Magnolia Oil & Gas Corporation | ||
| By: | /s/ Timothy D. Yang | |
| Name: Timothy D. Yang | ||
| Title: Executive Vice President, General Counsel, Corporate Secretary and Land | ||
Dated: November 8, 2022