Magnolia Oil & Gas Enters New Agreements, Terminates Others

TL;DR

Magnolia Oil & Gas made some big moves today: signed new deals, took on debt, and ditched an old agreement.

AI Summary

On November 26, 2024, Magnolia Oil & Gas Corporation entered into a material definitive agreement and a direct financial obligation. The company also terminated a material definitive agreement on the same date. Specific details regarding the nature of these agreements and obligations are not fully disclosed in this filing.

Why It Matters

This filing indicates significant changes in Magnolia Oil & Gas's contractual and financial obligations, which could impact its future operations and financial structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, suggesting potential shifts in the company's strategic and financial landscape.

Key Players & Entities

• Magnolia Oil & Gas Corporation (company) — Registrant
• November 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 Per Share MGY New York Stock Exchan
• $400.0 million — reviously announced private offering of $400.0 million aggregate principal amount of 6.875% se

Filing Documents

• tm2429486d1_8k.htm (8-K) — 37KB
• tm2429486d1_ex4-1.htm (EX-4.1) — 1142KB
• 0001104659-24-123076.txt ( ) — 1580KB
• mgy-20241126.xsd (EX-101.SCH) — 3KB
• mgy-20241126_lab.xml (EX-101.LAB) — 33KB
• mgy-20241126_pre.xml (EX-101.PRE) — 22KB
• tm2429486d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Indenture and New Notes On November 26, 2024, 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 of $400.0 million aggregate principal amount of 6.875% senior notes due 2032 (the "New Notes"). The New Notes were issued under the Indenture, dated as of November 26, 2024 (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 December 1, 2032. The New Notes bear interest at the rate of 6.875% per annum, payable semi-annually in arrears on each June 1 and December 1, commencing June 1, 2025. At any time prior to December 1, 2027, 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 40% of the aggregate 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 De

02

Item 1.02. Termination of a Material Definitive Agreement. On November 26, 2024, in connection with the closing of the sale of the New Notes and pursuant to a notice of redemption delivered on November 14, 2024, the Issuers redeemed all of the outstanding 6.00% senior notes due 2026 (the "2026 Notes") at a redemption price of 101.000% of the principal amount thereof, plus accrued and unpaid interest (the "Redemption"), in accordance with that certain Indenture, dated as of July 31, 2018 (as amended, supplemented or otherwise modified, the "2026 Notes Indenture"), among the Issuers, the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas , as trustee. In connection with the Redemption, the Issuers satisfied and discharged the 2026 Notes Indenture in accordance with its terms and, as a result, the Issuers and the guarantors of the 2026 Notes have been released from their remaining obligations under the 2026 Notes Indenture. This Current Report on Form 8-K is not an offer to buy, or a notice of redemption with respect to, the 2026 Notes or any other securities.

03

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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1* Indenture, dated as of November 26, 2024, 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 6.875% Senior Notes due 2032 (included as Exhibit A in Exhibit 4.1 hereto). 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Filed herewith.

SIGNATURES

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: November 26, 2024 By: /s/ Timothy D. Yang Name: Timothy D. Yang Title: Executive Vice President, General Counsel, Corporate Secretary and Land

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View this 8-K filing on SEC EDGAR