Magnolia Oil & Gas Operating LLC Announces Pricing of Private Offering of $400 Million Senior Unsecured Notes due 2026
July 17 2018 - 2:27PM
Business Wire
Magnolia Oil & Gas Operating LLC (“Magnolia Operating”) and
Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together
with Magnolia Operating, the “Issuers”), each a consolidated
subsidiary of TPG Pace Energy Holdings Corp. (NYSE: TPGE, TPGE.U,
TPGE WS) (“TPGE,” “Magnolia” or the “Company”), announced today the
pricing of their previously announced private offering (the “Notes
Offering”) of $400 million in aggregate principal amount of senior
unsecured notes due 2026 (the “2026 Notes”). The 2026 Notes, which
priced at par, will mature on August 1, 2026, and will pay interest
at an annual rate of 6.00%. The 2026 Notes will be guaranteed on a
senior unsecured basis by the Company, Magnolia Oil & Gas
Parent LLC, Magnolia Oil & Gas Intermediate LLC and certain
other domestic subsidiaries that guarantee other indebtedness of
the Issuers and the guarantors.
As previously announced, the Company intends, subject to the
satisfaction of customary closing conditions, to close its proposed
business combination with EnerVest, Ltd.’s South Texas Division
(the “business combination”) on July 31, 2018, at which time the
Company will change its name to Magnolia Oil & Gas Corporation.
The closing of the Notes Offering is expected to occur on July 31,
2018, and is conditioned upon the satisfaction or waiver of all
conditions to the closing of the business combination and certain
customary closing conditions. The Issuers intend to use the net
proceeds of the Notes Offering to fund the cash consideration
payable in connection with the business combination and the
redemptions of the Company’s Class A common stock by the Company’s
public stockholders in connection therewith. The Issuers expect to
use the remaining net proceeds for general corporate purposes.
The securities to be offered in the Notes Offering 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 U.S. 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
securities only to qualified institutional buyers pursuant to Rule
144A under the Securities Act and to non-U.S. persons in
transactions outside the U.S. pursuant to Regulation S under the
Securities Act.
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 proposed acquisition discussed herein, TPGE’s ability
to consummate the transaction, the benefits of the transaction and
Magnolia’s future financial performance following the transaction,
as well as 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 and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required
by applicable law, TPGE and Magnolia disclaim 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. TPGE 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 TPGE, incident to the
development, production, gathering and sale of oil, natural gas and
natural gas liquids. In addition, TPGE cautions you that the
forward-looking statements contained in this press release are
subject to the following factors: (i) the occurrence of any event,
change or other circumstances that could delay the business
combination or give rise to the termination of the agreements
related thereto; (ii) the outcome of any legal proceedings that may
be instituted against TPGE following announcement of the
transactions; (iii) the inability to complete the business
combination due to the conditions to closing in the transaction
agreement; (iv) the risk that the proposed business combination
disrupts TPGE’s current plans and operations as a result of the
announcement of the transactions; (v) Magnolia’s ability to realize
the anticipated benefits of the business combination, which may be
affected by, among other things, competition and the ability of
Magnolia to grow and manage growth profitably following the
business combination; (vi) costs related to the business
combination; (vii) changes in applicable laws or regulations; and
(viii) the possibility that Magnolia may be adversely affected by
other economic, business, and/or competitive factors. Should one or
more of the risks or uncertainties described in this press release,
or should underlying assumptions prove incorrect, actual results
and plans could different 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 TPGE’s periodic filings with the
SEC, including its Annual Report on Form 10-K for the fiscal year
ended December 31, 2017 and the definitive proxy statement filed on
July 2, 2018 by TPGE in connection with the contemplated
transactions with EnerVest. TPGE’s SEC filings are available
publicly on the SEC’s website at www.sec.gov.
About Magnolia
Following completion of the business combination, Magnolia (MGY)
will be a publicly traded oil and gas exploration and production
company with South Texas operations in the core of the Eagle Ford.
Magnolia will focus on generating value for shareholders through
steady production growth and free cash flow.
About TPG Pace Energy
Holdings
TPG Pace Energy Holdings Corp. is a $650 million special
purpose acquisition company formed by TPG Pace Group and
Occidental Petroleum veteran Steve Chazen, and went
public on the NYSE in May of 2017. TPGE was formed with
the intent to build a large-scale, focused oil and gas business
with a meaningful production base, strong free cash flow and a
disciplined financial return philosophy. Following its IPO, TPGE
began its search for attractive assets that would fit with Mr.
Chazen’s operating approach and succeed as a public company
with low leverage.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180717005934/en/
For Magnolia Oil & Gas CorporationMike Gehrig, 713
627-2223media@mgyoil.comorFor TPG
Pace Energy Holdings Corp.Luke Barrett, 415
743-1550media@tpg.com