EnerVest Announces Proposed Block Trade of 7.5M Share of Magnolia Oil & Gas Corporation (MGY)

September 23, 2021 4:57 PM EDT

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Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or the “Company”), today announced the proposed underwritten block trade (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 Stockholders”). The shares will be offered from time to time for sale through negotiated transactions or otherwise at market prices prevailing at the time of sale. Magnolia will not sell any shares of its Class A Common Stock in the Offering and will not receive any proceeds from the sale by the Selling Stockholders of shares of Class A Common Stock.

In connection with the Offering, the Company intends 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

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.

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