Magnolia Oil & Gas Corp. (NYSE: MGY) plans $500M notes for WildFire buy
Rhea-AI Filing Summary
Magnolia Oil & Gas Corporation, through subsidiaries Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp., intends to issue $500 million in senior unsecured notes due 2034 in a private offering to eligible purchasers, subject to market conditions and other factors.
The net proceeds from the notes, together with proceeds from Magnolia’s Class A common stock offering, borrowings under its revolving credit facility and cash on hand, are expected to fund the cash consideration for acquiring 100% of the limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC.
The equity financing was priced on July 20, 2026 at 46,315,790 Class A shares at $23.75 per share, with underwriters exercising an option on July 21, 2026 to purchase an additional 6,947,368 shares, with closing expected July 22, 2026, subject to customary conditions and risks described in Magnolia’s forward-looking statements.
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senior unsecured notes financial
private placement regulatory
qualified institutional buyers regulatory
Regulation S regulatory
forward-looking statements regulatory
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FAQ
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date
of earliest event reported):
(Exact
name of registrant as specified in its charter)
(State or other jurisdiction |
(Commission |
(I.R.S. Employer Identification Number) |
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(
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on
which registered | ||
| Item 8.01 | Other Events. |
On July 22, 2026, Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”), each an indirect subsidiary of Magnolia Oil & Gas Corporation (the “Company”), issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that, subject to market conditions and other factors, the Issuers intend to offer for sale $500 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes”) in a private offering (the “Notes Offering”) to eligible purchasers that is exempt from registration under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
As previously disclosed, on July 20, 2026, the Company priced a public offering of 46,315,790 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), at a price to the public of $23.75 per share, less underwriting discounts and commission (the “Equity Offering”), the net proceeds of which will be used to fund the cash consideration payable by the Company in its acquisition of 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC. On July 21, 2026, the underwriters exercised their option to purchase an additional 6,947,368 shares of Common Stock at the public offering price, less underwriting discounts and commissions (the “Option Exercise”). The Equity Offering, including the Option Exercise, is expected to close on July 22, 2026.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes in the offering or any other securities of the Issuers, and none of such information shall constitute an offer, solicitation or sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | |
| Number | Description |
| 99.1 | Press Release, dated July 22, 2026. |
| 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 | ||
| Date: July 22, 2026 | By: | /s/ Timothy D. Yang |
| Name: | Timothy D. Yang | |
| Title: | Executive Vice President, Chief Legal and Commercial Officer, Corporate Secretary and Land | |
Exhibit 99.1
Press Release
Magnolia Oil & Gas Operating LLC
Announces Proposed Offering of $500 Million
Senior Notes
HOUSTON, TX, July 22, 2026 – Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp., a subsidiary of Magnolia Operating, (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”) announced today that they intend to offer, subject to market conditions and other factors, $500 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes”) in a private placement to eligible purchasers (the “Notes Offering”).
The Issuers intend to use the net proceeds from the Notes Offering, together with proceeds from the offering of Class A common stock by Magnolia Oil & Gas Corporation (“Magnolia”), which is expected to close on July 22, 2026, subject to customary closing conditions, borrowings under our revolving credit facility and cash on hand, to fund the cash consideration payable by us in our acquisition of 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC (the “Pending Acquisition”).
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuers plan to offer and sell the Notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other security of the Issuers, and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale, of the Notes or any other security of the Issuers in any jurisdiction in which such offer, solicitation or sale is unlawful. The Notes Offering is being made solely pursuant to a private offering memorandum and only to such persons and in such jurisdictions as are permitted under applicable law.
About Magnolia
Magnolia (MGY) 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 by delivering steady, moderate annual production growth resulting from its disciplined and efficient philosophy toward capital spending. Magnolia strives to generate high pre-tax margins and consistent free cash flow allowing for strong cash returns to our shareholders.
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 present or historical fact included in this press release, regarding the completion of the Notes Offering, the Pending Acquisition, Magnolia’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events. Except as otherwise required by applicable law, Magnolia disclaims any duty to update any 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 of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Magnolia, incident to the development, production, gathering and sale of oil, 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 expected timetable for completing the Pending Acquisition, the results, effects and benefits of the Pending Acquisition, future opportunities for Magnolia, other plans and expectations with respect to the Pending Acquisition, and the anticipated impact of the Pending Acquisition on Magnolia’s results of operations, financial position, growth opportunities and competitive position; (ii) the market prices of oil, natural gas, natural gas liquids (“NGLs”), and other products or services; (iii) the supply and demand for oil, natural gas, NGLs, and other products or services, including impacts of actions taken by OPEC and other state-controlled oil companies; (iv) the outcome of any legal proceedings that may be instituted against Magnolia; (v) Magnolia’s ability to realize the anticipated benefits of its acquisitions, which may be affected by, among other things, competition and the ability of Magnolia to grow and manage growth profitably; (vi) legislative, regulatory, or policy changes, including those following the change in presidential administrations; (vii) geopolitical and business conditions in key regions of the world; (viii) cybersecurity threats, including increased use of artificial intelligence technologies; and (ix) the possibility that Magnolia may be adversely affected by other economic, business, and/or competitive factors, including inflation. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in Magnolia’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Magnolia’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
Contacts
Investors
Tom Fitter
713-331-4802
tfitter@mgyoil.com
Media
Art Pike
713-842-9057
apike@mgyoil.com
Christina Kuhl
713-314-4849
ckuhl@mgyoil.com