CORRECTING and REPLACING Magnolia Oil & Gas Operating LLC Announces Pricing of Private Offering of $400 Million Senior Unsecured Notes due 2026
Please replace the release with the following corrected version due to
multiple revisions to second paragraph.
The corrected release reads:
MAGNOLIA OIL & GAS OPERATING LLC ANNOUNCES PRICING OF PRIVATE
OFFERING OF $400 MILLION SENIOR UNSECURED NOTES DUE 2026
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 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.
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