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Magnolia Oil & Gas (NYSE: MGY) completes $500M senior notes sale

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp. closed a previously announced private offering of $500.0 million aggregate principal amount of 6.625% senior notes due August 15, 2034, guaranteed on a senior unsecured basis by Magnolia Oil & Gas Corporation and certain affiliates.

The notes pay 6.625% interest semi-annually starting February 15, 2027, and the issuers plan to use the net proceeds, together with an equity offering, credit facility borrowings and cash on hand, to fund the cash consideration for acquiring 100% of WildFire Intermediate Holdings, LLC. If this acquisition does not close by March 19, 2027 or is abandoned, the notes must be redeemed at the issue price plus accrued interest. The notes include equity clawback and make-whole call features, a 101% change-of-control repurchase right for holders, and covenants limiting additional indebtedness, dividends, liens, asset sales, investments and affiliate transactions, with acceleration upon specified Events of Default.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes offering size $500.0 million aggregate principal amount Private offering of 6.625% senior notes due 2034
Coupon rate 6.625% per annum Interest rate on the senior notes
Maturity date August 15, 2034 Scheduled maturity of the senior notes
Equity clawback limit 40% of aggregate principal amount Maximum principal redeemable with equity proceeds before August 15, 2029
Special mandatory redemption outside date March 19, 2027 Deadline to close the WildFire acquisition before mandatory redemption applies
Change-of-control repurchase price 101% of aggregate principal amount Cash price for holders if certain changes of control occur
Event of Default acceleration threshold 30% in aggregate principal amount Minimum holder percentage that may declare notes immediately due
Indenture regulatory
"The New Notes were issued under the Indenture, dated as of August 5, 2026"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
make whole premium financial
"redeem all or a part of the New Notes at 100.00% plus a make whole premium"
A make whole premium is a one-time payment an issuer must give bondholders when it repays a bond before its scheduled maturity to compensate for lost future interest; think of it as paying the remaining expected interest in today’s dollars so investors are ‘made whole.’ For investors, it matters because it protects expected returns on callable or early-redeemable debt and affects the effective yield and price sensitivity of those bonds.
Event of Default regulatory
"Upon an Event of Default, the Trustee or holders of at least 30% may declare"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
restricted subsidiaries financial
"limit the ability of the Issuers and of their restricted subsidiaries to incur or guarantee"
Restricted subsidiaries are parts of a company that are legally limited by its loan or bond agreements from doing things like sending cash up to the parent, selling assets, taking on more debt, or changing their business without permission. Investors care because these limits affect how easily the parent company can use that unit’s money or collateral — like rooms in a house that are locked and unavailable when you need cash or want to refinance — which changes credit risk and financial flexibility.
change of control regulatory
"If the Issuers experience certain kinds of changes of control, each holder may require repurchase"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

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FAQ

What new debt financing did Magnolia Oil & Gas (MGY) complete?
Magnolia completed a private offering of $500.0 million aggregate principal amount of 6.625% senior notes due August 15, 2034, guaranteed on a senior unsecured basis by Magnolia Oil & Gas Corporation and certain affiliated guarantors.

How will Magnolia Oil & Gas (MGY) use the proceeds from the 6.625% senior notes?
Proceeds from the $500.0 million notes, together with an equity offering, revolving credit facility borrowings and cash on hand, are intended to fund the cash consideration for acquiring 100% of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC.

What happens to MGY’s new notes if the WildFire acquisition is not completed?
If the WildFire acquisition is not consummated by March 19, 2027, or Magnolia Operating decides not to pursue it before that date, Magnolia Operating must redeem all outstanding notes at the issue price plus accrued and unpaid interest.

What are the key coupon and payment terms of Magnolia Oil & Gas’s new notes?
The senior notes bear interest at 6.625% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027, until maturity on August 15, 2034.

What redemption and change-of-control rights apply to MGY’s 2034 senior notes?
Before August 15, 2029, Magnolia may redeem up to 40% of principal with equity proceeds at 106.625% plus interest, or otherwise at 100% plus a make-whole premium. Upon certain changes of control, holders can require repurchase at 101% plus accrued interest.

What covenants restrict Magnolia Oil & Gas (MGY) under the new Indenture?
The Indenture limits the ability to incur additional debt, pay dividends, repurchase equity, make certain investments, create liens, sell assets, restrict subsidiary payments, merge or consolidate, engage in affiliate transactions, and create unrestricted subsidiaries, subject to specified exceptions and qualifications.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 5, 2026

 

 

 

Magnolia Oil & Gas Corporation
 (Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction
of incorporation)

001-38083

(Commission
File Number)

 81-5365682
(I.R.S. Employer
Identification Number)

 

Nine Greenway Plaza, Suite 1300

Houston, Texas 77046

(Address of principal executive offices, including zip code) 

 

(713) 842-9050

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
Class A Common Stock, par value $0.0001 Per Share     MGY   New York Stock Exchange

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On August 5, 2026, Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia Operating, the “Issuers”) closed the previously announced private offering (the “Notes Offering”) of $500.0 million aggregate principal amount of 6.625% senior notes due 2034 (the “New Notes”). The New Notes were issued under the Indenture, dated as of August 5, 2026 (the “Closing Date”) (the “Indenture”), by and among the Issuers, Magnolia Oil & Gas Corporation (“Magnolia”), Magnolia Oil & Gas Parent LLC (“Magnolia LLC”), Magnolia Oil & Gas Holdings LLC (“Magnolia Holdings”) and Magnolia Oil & Gas Intermediate LLC (“Magnolia Intermediate,” and together with Magnolia, Magnolia LLC and Magnolia Holdings, the “Guarantors”) and Regions Bank, as trustee (the “Trustee”). The New Notes are the general unsecured, senior obligations of the Issuers. The New Notes are guaranteed on a senior unsecured basis by the Guarantors and may be guaranteed by certain future subsidiaries of the Issuers.

 

The New Notes will mature on August 15, 2034. The New Notes bear interest at the rate of 6.625% per annum, payable semi-annually in arrears on each February 15 and August 15, commencing February 15, 2027.

 

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, which closed on July 22, 2026, borrowings under Magnolia Operating’s 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”).

 

If (x) the consummation of the Pending Acquisition does not occur on or before March 19, 2027 or (y) prior to March 19, 2027, Magnolia Operating notifies the Trustee in writing that Magnolia Operating will not pursue the consummation of the Pending Acquisition, Magnolia Operating will be required to redeem all the New Notes then outstanding at a redemption price equal to the issue price of the New Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date upon which such New Notes will be redeemed.

 

At any time prior to August 15, 2029, the Issuers may redeem up to 40% of the aggregate principal amount of the New Notes, with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 106.625% of the principal amount of the New Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if at least 50% of the aggregate principal amount of the New Notes originally issued under the Indenture on the Closing Date remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering.

 

At any time prior to August 15, 2029, the Issuers may, on any one or more occasions, redeem all or a part of the New Notes at a redemption price equal to 100.00% of the principal amount of the New Notes redeemed, plus a “make whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption.

 

On or after August 15, 2029, the Issuers may redeem the New Notes, in whole or in part, at the redemption prices set forth in the Indenture, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption.

 

If the Issuers experience certain kinds of changes of control, each holder of the New Notes may require the Issuers to repurchase all or a portion of its New Notes for cash at a price equal to 101% of the aggregate principal amount of such New Notes, plus accrued and unpaid interest, if any, to the date of repurchase.

 

The Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, limit the ability of the Issuers and of their restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from its restricted subsidiaries to the Issuers or any of their restricted subsidiaries; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.

 

 

 

 

Upon an Event of Default (as defined in the Indenture), the Trustee or holders of at least 30% in aggregate principal amount of the New Notes then outstanding may declare the principal of and accrued and unpaid interest on the New Notes to be due and payable immediately, except that a default resulting from certain events of bankruptcy or insolvency with respect to Magnolia Operating, or any restricted subsidiary of Magnolia Operating that is a significant subsidiary or any group of restricted subsidiaries of Magnolia Operating that, taken together, would constitute a significant subsidiary, will cause the principal of and accrued and unpaid interest on all outstanding New Notes to become due and payable immediately without further action or notice.

 

The foregoing description of the Indenture is a summary only and is qualified in its entirety by reference to the Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information required by Item 2.03 relating to the New Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated into this Item 2.03 by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

     

Exhibit

No. 

   Description
4.1*   Indenture, dated as of August 5, 2026, by and among Magnolia Oil & Gas Operating LLC, Magnolia Oil & Gas Finance Corp., the Guarantors named therein and Regions Bank, as trustee.
4.2*   Form of 6.625% Senior Notes due 2034 (included as Exhibit A in Exhibit 4.1 hereto).
104   Cover Page Interactive Data File (formatted as Inline XBRL).

 

* Filed herewith.

       

 

 

 

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: August 5, 2026 By: /s/ Timothy D. Yang
  Name: Timothy D. Yang
  Title: Executive Vice President, Chief Legal and Commercial Officer, Corporate Secretary and Land

  

 

 

Source: View Original Filing on SEC EDGAR

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