Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp., each a consolidated subsidiary of TPG Pace Energy Holdings Corp. (NYSE: TPGE, TPGE.U, TPGE WS), announced today the pricing of their previously announced private offering of $400 million in aggregate principal amount of senior unsecured notes due 2026. 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 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 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, 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.
