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Magnolia Oil & Gas Corporation Prices Secondary Public Offering of Class A


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HOUSTON–()–Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or the “Company”) today announced the pricing of an underwritten public offering of an aggregate 17,000,000 shares of the Company’s Class A common stock (“Class A Common Stock”) by certain affiliates of EnerVest, Ltd. (the “Selling Stockholders”), for total gross proceeds (before underwriters’ fees and estimated expenses) to the Selling Stockholders of approximately $178.5 million (the “Offering”). The underwriters have an option for 30 days to purchase up to an aggregate additional 2,550,000 shares of Class A Common Stock from the Selling Stockholders. The Offering is expected to close on March 5, 2021, 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.

Credit Suisse Securities (USA) LLC and Citigroup are acting as the book-running managers for the Offering.

Concurrently with the closing of the Offering, the Company has agreed to purchase from the Selling Stockholders 5,000,000 shares of the Company’s Class B common stock at a price per share equal to the price per share at which the underwriters purchase 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.

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 book-running managers will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting:

Credit Suisse Securities (USA) LLC

Attn: Prospectus Department

6933 Louis Stephens Drive

Morrisville, NC 27560

Telephone: 1-800-221-1037

E-mail: usa.prospectus@credit-suisse.com


c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Telephone: 1-800-831-9146

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.

About Magnolia Oil & Gas

Magnolia is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders through steady production growth, strong pre-tax margins, and free cash…

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