Magnolia Oil & Gas Announces $500M Senior Notes Offering to Fund Acquisition

What Happened

• Magnolia Oil & Gas Operating LLC and Magnolia Oil & Gas Finance Corp. closed a private offering on August 5, 2026 of $500.0 million aggregate principal amount of 6.625% senior notes due August 15, 2034. The notes are general unsecured senior obligations of the Issuers and are guaranteed on a senior unsecured basis by Magnolia and certain subsidiaries.
• Interest on the new notes is 6.625% per year, paid semi‑annually on February 15 and August 15 beginning February 15, 2027. The company intends to use the net proceeds, together with cash, proceeds from a July 22, 2026 Class A common stock offering, and borrowings under its revolving credit facility, to fund its pending acquisition of WildFire Intermediate Holdings, LLC.
• If the WildFire acquisition is not completed by March 19, 2027 (or Magnolia Operating notifies the trustee it will not pursue the acquisition before that date), Magnolia Operating must redeem all outstanding new notes at their issue price plus accrued interest.

Key Details

• Amount: $500.0 million principal; Coupon: 6.625%; Maturity: August 15, 2034 (closed Aug 5, 2026).
• Use of proceeds: fund the pending acquisition of WildFire Intermediate Holdings, LLC (plus stock offering proceeds, revolver borrowings, cash).
• Early redemption / repurchase: mandatory redemption if acquisition not closed by Mar 19, 2027; change-of-control repurchase price = 101% of principal; issuer call options include limited redemptions prior to Aug 15, 2029 (including a 40% equity‑proceeds redemption at 106.625% under certain conditions).
• The indenture contains covenants limiting additional indebtedness, dividends/repurchases of stock, asset transfers, investments, liens, affiliate transactions and certain mergers or consolidations; Event of Default provisions allow acceleration by the trustee or holders of at least 30% of outstanding notes.

Why It Matters

• This filing creates a material new debt obligation that increases Magnolia’s leverage and provides financing specifically tied to the company’s planned WildFire acquisition. Investors should note the financing mix (debt + recent equity offering + revolver + cash) used to fund the deal.
• The mandatory redemption if the acquisition fails by March 19, 2027 is a significant contractual protection for note purchasers and could require Magnolia to repay $500M in cash if the deal does not close.
• Covenant and redemption terms could limit Magnolia’s financial flexibility (e.g., on new debt, dividends, asset sales) and affect cash flow priorities through 2034. This is a financing event, not an earnings or management change.