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TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on AugustJuly 10, 20182019
Registration StatementNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Magnolia Oil & Gas Corporation
(Exact name of registrant as specified in its charter)
Delaware | ||
incorporation or organization) | 81-5365682
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1001 Fannin St.,Nine Greenway Plaza, Suite 400
1300
Houston, Texas 77002
77046
(713) 842-9050842-9050
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’sRegistrant's Principal Executive Offices)
Christopher Stavros
Executive Vice President—Chief Financial Officer and Secretary
1001 Fannin St.,
Nine Greenway Plaza, Suite 400
1300
Houston, Texas 77002
77046
(713) 842-9050842-9050
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
With a Copy to:
Douglas E. McWilliams
Sarah Knight Morgan
Vinson & Elkins L.L.P.
1001 Fannin St., Suite 2500
Houston, Texas 77002
(713) 758-2222
Approximate date of commencement of proposed sale to the public:
From time to time on or after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company”company" and “emerging"emerging growth company”company" in Rule12b-2 of the Securities Exchange Act of 1934, as amended.
Large accelerated filerý | ||||||
Smaller reporting company | ||||||
o Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price(3) | Amount of Registration Fee | ||||
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Class A Common Stock, par value $0.0001 per share | 9,706,903(2) | $11.30 | $109,688,003.90 | $13,294.19 | ||||
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Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Offering Price | Amount of Registration Fee | ||||
Primary Offering | ||||||||
Class A Common Stock, par value $0.0001 per share | ||||||||
Preferred Stock, par value $0.0001 per share | ||||||||
Warrants | ||||||||
Depositary Shares(1) | ||||||||
Total | (2) | (2) | $500,000,000 | $62,250(2)(3) | ||||
Class A Common Stock, par value $0.0001 per share, underlying Existing Warrants | 31,666,666(4) | $12.84 | $406,599,991 | $50,622 | ||||
Secondary Offering | ||||||||
Private Placement Warrants to purchase Class A Common Stock | 10,000,000(6) | — | — | (6) | ||||
Class A Common Stock, par value $0.0001 per share | 177,480,358(7) | $12.84 | $2,278,847,797 | $283,717 | ||||
Total (Primary and Secondary) | — | — | $3,185,447,788 | $396,589 | ||||
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We and theThe selling securityholdersstockholders may not sell these securitiesthe Class A Common Stock until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securitiesthe Class A Common Stock and is not soliciting an offer to buy these securitiesthe Class A Common Stock in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED AUGUSTJULY 10, 20182019
PRELIMINARY PROSPECTUS
PRELIMINARY PROSPECTUS
Magnolia Oil & Gas Corporation
Class A Common Stock
Preferred Stock
Depositary Shares
Warrants
31,666,6669,706,903 Shares of Class A Common Stock Issuable Upon Existing Warrants
10,000,000 Private Placement Warrants
177,480,358 Shares of Class A Common Stock
This prospectus relates to the issuance by Magnolia Oil & Gas Corporation (formerly known as “TPG Pace Energy Holdings Corp.”) (the “Company,” “we,” “our” or “us”) of (i) shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), shares of preferred stock (“Preferred Stock”), depositary shares (“Depositary Shares”) and warrants for the purchase of Class A Common Stock or Preferred Stock or a combination of the foregoing (“New Warrants”) that may be offered from time to time in amounts, at prices and on terms to be determined by market conditions and other factors at the time of the offering and (ii) up to 31,666,666 shares of Class A Common Stock that may be issued upon exercise of outstanding warrants, each entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments, at any time commencing upon August 30, 2018 ( “Existing Warrants”). The Existing Warrants include 10,000,000 Existing Warrants issued in a private placement in connection with our initial public offering (the “Private Placement Warrants”) and 21,666,666 Existing Warrants sold as part of the units in our initial public offering.
This prospectus also relates to the offer and sale by the selling securityholdersstockholders identified in this prospectus, or their permitted transferees, of:
(i)of up to 10,000,000 Private Placement Warrants; and
(ii) up to 177,480,3589,706,903 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of Magnolia Oil & Gas Corporation (formerly known as "TPG Pace Energy Holdings Corp.") (the "Company," "we," "our" or "us") including (a) 10,000,0006,812,352 shares that may be issued upon exercise of Private Placement Warrantscurrently owned by selling securityholdersstockholders named herein and (b) 83,939,4342,894,551 shares that may be issued upon exchange of units ("Magnolia LLC Units (as defined herein) withUnits") in Magnolia Oil & Gas Parent LLC, a Delaware limited liability company ("Magnolia LLC"), and an equal number of shares of Class B common stock, par value $0.0001 per share (“("Class B Common Stock”Stock"), and (c) 83,540,924 shares currently owned by selling securityholders named herein..
The Private Placement Warrants (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until August 30, 2018 and they will not be redeemable by the Company so long as they are held by TPG Pace Energy Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Existing Warrants sold as part of the units in our initial public offering.
The securities offered pursuant to this prospectus are collectively referred to in this prospectus as the “securities.” This prospectus provides you with a general description of these securitiesthe Class A Common Stock and the general manner in which we or the selling securityholdersstockholders will offer Class A Common Stock. More specific terms of any shares of Class A Common Stock that the securities. When securities are offered, weselling stockholders offer may providebe provided in a prospectus supplement tothat describes, among other things, the extent appropriate, that will contain specific information aboutamounts and prices of the Class A Common Stock being offered and the terms of thatthe offering. The prospectus supplement may also add, update or change information contained in this prospectus.
We will not receive any proceeds from the sale of Private Placement Warrants or shares of Class A Common Stock to be offered by the selling securityholders. With respect to shares of Class A Common Stock underlying the Existing Warrants, we will not receive any proceeds from the sale of such shares except with respect to amounts received by us due to the exercise of the Existing Warrants to the extent the Existing Warrants are exercised for cash.stockholders. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securitiesClass A Common Stock pursuant to this prospectus.
Our registration of the securitiesClass A Common Stock covered by this prospectus does not mean that we and the selling securityholdersstockholders will offer or sell any of the securities. We and theClass A Common Stock. The selling securityholdersstockholders may sell the securitiesClass A Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how we and the selling securityholdersstockholders may sell the securitiesClass A Common Stock in the section entitled “Plan"Plan of Distribution” beginning on page 17.Distribution."
Our Class A Common Stock and Existing Warrants areis traded on the New York Stock Exchange (“NYSE”("NYSE") under the symbols “MGY” and “MGY.WS,” respectively.symbol "MGY". The closing price for our Class A Common Stock and Existing Warrants on AugustJuly 9, 2018,2019, was $12.88$11.27 per share, and $3.45 per Warrant, as reported on the NYSE.
Investing in our securitiesClass A Common Stock involves risks. See “Risk Factors”"Risk Factors" beginning on page 7.5.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public company reporting requirements. See “Risk Factors.”
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orthe Class A Common Stock determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2018.2019.
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Neither we nor the selling securityholdersstockholders have authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the selling securityholdersstockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securitiesClass A Common Stock offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. The information contained or incorporated by reference in this prospectus is current only as of its date.
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This prospectus is part of a registration statement on FormS-3 that we filed with the Securities and Exchange Commission (the “SEC”"SEC") using a “shelf”"shelf" registration process. Under this shelf registration process, we and the selling securityholdersstockholders may, from time to time, offer and sell any combination of the securitiesClass A Common Stock described in this prospectus in one or more offerings. This prospectus generally describes Magnolia Oil & Gas Corporation and our securities. We may use the shelf registration statement to sell shares of Class A Common Stock, shares of Preferred Stock, Depositary Shares and New Warrants and up to an aggregate of 31,666,666 shares of our Class A Common Stock underlying the Existing Warrants and theStock. The selling securityholdersstockholders may use the shelf registration statement to sell up to an aggregate of 10,000,000 Private Placement Warrants and 177,480,3589,706,903 shares of Class A Common Stock from time to time through any means described in the section entitled “Plan"Plan of Distribution.”"
We will not receive any proceeds from the sale of the Private Placement Warrants or shares of Class A Common Stock to be offered by the selling securityholders. With respect to shares of Class A Common Stock underlying the Existing Warrants, we will not receive any proceeds from the sale of such shares except with respect to amounts received by us due to the exercise of the Existing Warrants to the extent the Existing Warrants are exercised for cash.stockholders. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securitiesClass A Common Stock pursuant to this prospectus. We andMore specific terms of any shares of the Class A Common Stock that the selling securityholders, as applicable,stockholders offer may deliverbe provided in a prospectus supplement with this prospectus, tothat describes, among other things, the extent appropriate, to updatespecific amounts and prices of the information contained in this prospectus.Class A Common Stock being offered and the terms of the offering. The prospectus supplement may also add, update or change information included in this prospectus. You should read both this prospectus and any applicable prospectus supplement, together with additional information described below under the captions “Where"Where You Can Find More Information”Information" and “Incorporation"Incorporation of Certain Information by Reference.”"
No offer of these securitiesthe Class A Common Stock will be made in any jurisdiction where the offer is not permitted.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information discussed in this This prospectus includes “forward-looking statements”"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"). All statements other than statements of presenthistorical facts included or historical fact, includedincorporated by reference in this prospectusreport, including, without limitation, statements regarding our strategy,the Company's future operations, financial position, estimatedbusiness strategy, budgets, projected revenues, and losses, projected costs, prospects,and plans and objectives of management for future operations, are forward lookingforward-looking statements. When used in this prospectus, including any oral statements made in connection therewith, 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. TheseSuch forward-looking statements are based on management’s current expectationsthe beliefs of management, as well as assumptions made by, and assumptions about future events and are based oninformation currently available information as to, the outcome and timing of future events. Except as otherwise required by applicable law, we disclaim any duty to update anyCompany's management. In addition, forward-looking statements all of which are expressly qualifiedgenerally can be identified by the statementsuse of forward-looking terminology such as "may," "will," "could," "expect," "intend," "project," "estimate," "anticipate," "plan," "believe," or "continue" or similar terminology. Although the Company believes that the expectations reflected in this section, to reflect events or circumstances after the date of this prospectus. We caution you that thesesuch forward-looking statements are subjectreasonable, the Company can give no assurance that such expectations will prove to all ofhave been correct. Important factors that could cause actual results to differ materially from the risks and uncertainties, most of whichCompany's expectations include, but are difficult to predict and many of which are beyond our control, incidentnot limited to, the development, production, gathering and saleCompany's assumptions about:
In addition, we caution you that the forward-looking statements regarding our business, which are contained in this prospectus, are subject to the following factors:
commodity price volatility;
capital requirements and uncertainty of obtaining additional funding on terms acceptable to us;
hazardous, risky drilling operations, including those associated with the employment of horizontal drilling techniques;
risks and restrictions related to our debt agreements and the level of our indebtedness;
our reserve quantities and the present value of our reserves;
adverse variations from estimates of reserves, production, prices and expenditure requirements and our inability to replace our reserves through exploration and development activities;
incorrect estimates associated with the acquisition of assets or other properties we may subsequently acquire and associated costs of such acquired properties;
limited control over theday-to-day operations of our assets;
our ability to meet our proposed drilling schedule and to successfully drill wells that produce oil, natural gas and natural gas liquids (“NGLs”("NGLs") in commercially viable quantities;
adverse weather, and environmental conditions;
availability of water for use in operations;
geographical concentration of our operations;
proximityother products or services;
title defects to our properties and inability to retain our leases;
risks relating to managing our growth, particularly in connection with the integration of assets;
a decline in oil, natural gas and NGL production and the impact of general economic conditions on the demand for oil, natural gas, and NGLs, and other products or services;
our ability to successfully develop our large inventory of undeveloped acreage;
unsuccessful drilling and completion activities and the possibility of resulting write-downs;
realized oil, natural gas and NGL prices;
impact of environmental, health and safetycapital resources;
federaldivestitures;
effects of competition;
our ability to retain key members of our senior management and key technical employees;
increases in interest rates;
our business strategy;
shortages of equipment, supplies, services and qualified personnel and increased costs for such equipment, supplies, services and personnel;
changes in technology; and
changes in tax laws.
For additional information regarding known material factors that could affect our operating results and performance, please read the section entitled “Risk Factors”"Risk Factors" in this prospectus in our proxy statement filed with the SEC on July 2, 2018 and in any applicable prospectus supplement, as well as all risk factors described in the documents incorporated by reference herein.herein, including, without limitation, ourAnnual Report on Form 10-K for the year ended December 31, 2018. Should one or more of the risks or uncertainties described in this prospectus made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements.
Reserve engineering is a process of estimating underground accumulations of oil, natural gas and NGLs that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and the price and cost assumptions made by reserve engineers. In addition, the results of drilling, completion and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.
Our Company
We were originally formed on February 14, 2017 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving us and one or more businesses. On July 31, 2018, we consummated our initial business combination (the “Business Combination”"Business Combination") for aggregate considerationthrough the acquisition of approximately $1.2 billion, 31,790,924 shares of Class A Common Stockcertain oil and 83,939,434 shares of Class B Common Stock (and a corresponding number of unitsnatural gas assets in Magnolia Oil & Gas Parent LLC (“Magnolia LLC” and, such units, “Magnolia LLC Units”)).
In connection with the Business Combination, we issued and sold 35,500,000 shares of Class A Common Stock in a private placement to certain qualified institutional buyers and accredited investors (the “Pipe Investors”) for gross proceeds of $355,000,000 (the “PIPE Investment”). In addition, we issued and sold $400 million aggregate principal amount of our 6.000% Senior Notes due 2026 (the “Notes Offering”). The proceeds of the PIPE Investment and the Notes Offering were used to fund aKarnes County portion of the cash consideration required to effectEagle Ford Shale in South Texas (the "Karnes County Business"), certain oil and natural gas assets in the Giddings Field of the Austin Chalk (the "Giddings Assets") and a 35.0% membership interest in Ironwood Eagle Ford Midstream, LLC, which owns an Eagle Ford gathering system, each with certain affiliates of EnerVest Ltd. ("EnerVest"). As of March 31, 2019, the Company owned a 62.9% interest in Magnolia LLC, which owns the assets acquired in the Business Combination.
Following the Business Combination, we changed our name from “TPG"TPG Pace Energy Holdings Corp.”" to “Magnolia"Magnolia Oil & Gas Corporation”Corporation" and continued the listing of our Class A Common Stock and our Existing Warrants on the NYSE under the symbols “MGY” and “MGY.WS,” respectively.symbol "MGY". Prior to the consummation of the Business Combination, our Class A Common Stock and Existing Warrants werewas listed on the NYSE under the symbols “TPGE” and “TPGE WS,” respectively.symbol "TPGE".
Business Overview
We are an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil, natural gas and NGL reserves, currently focused in the Eagle Ford Shale and Austin Chalk formations in South Texas. Our objective is to maximize returns by generating steady production growth, strongpre-tax margins and significant free cash flow. We intend to generate attractive full-cycle returns on capital. We will strive to maintain a conservative balance sheet and low leverage.
Company Information
Our principal executive offices are located at 1001 Fannin St.,Nine Greenway Plaza, Suite 400,1300, Houston, Texas 77002,77046, and our telephone number is (713)842-9050. Our website iswww.magnoliaoilgas.com. The information found on our website is not part of this prospectus.
We are registering the issuance by us of (i) shares of Class A Common Stock, Preferred Stock, Depositary Shares and New Warrants from time to time in such amounts as shall result in an aggregate initial offering price not to exceed $500,000,000 and (ii) up to 31,666,666 shares of Class A Common Stock that may be issued upon exercise of Existing Warrants. The Existing Warrants include 10,000,000 Private Placement Warrants and 21,666,666 Existing Warrants sold as part of the units in our initial public offering. We are also registering the resale by the selling securityholders named in this prospectus or their permitted transferees of (i) up to 177,480,358 shares of Class A Common Stock and (ii) 10,000,000 Private Placement Warrants. Our shares of Class A Common Stock and Existing Warrants are currently listed on NYSE under the symbol “MGY” and “MGY.WS,” respectively. Any An investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” on page 7 of this prospectus.
Issuance of Class A Common Stock, Preferred Stock, Depositary Shares and New Warrants
We may offer and sell shares of Class A Common Stock, Preferred Stock, Depositary Shares and New Warrants from time to time in amounts, at prices and on terms to be determined by market conditions and other factors at the time of the offering, such that the maximum aggregate offering price does not exceed $500,000,000. Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds of such offerings for general corporate purposes. Please read “Use of Proceeds.” As of August 9, 2018, we had 148,540,024 shares of Class A Common Stock, 83,939,434 shares of Class B Common Stock and 31,666,666 Existing Warrants outstanding. The number of shares of Class A Common Stock does not include the 11,800,000 shares of Class A Common Stock available for future issuances under the Magnolia Oil & Gas Long Term Incentive Plan. The number of shares of Class A Common Stock and Existing Warrants outstanding will not be impacted by sales by the selling securityholders named herein.
Issuance of Class A Common Stock Underlying Existing Warrants
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Resale of Class A Common Stock and Private Placement Warrants by Selling Securityholders
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The Private Placement Warrants (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until August 30, 2018 and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Existing Warrants sold as part of the units in our initial public offering. See “Description of Securities—Existing Warrants” for further discussion.
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An investment in our securities involves a high degree of risk. Before you invest in our securitiesClass A Common Stock you should carefully consider those risk factors described under the heading “Risk Factors”"Risk Factors" in our definitive proxy statement filed with the SEC on July 2, 2018 (our “Proxy Statement”), as well as our most recentAnnual Report on Form10-K and any subsequently filedQuarterly Reports on Form10-Q andCurrent Reports on Form8-K (other than, in each case, information furnished rather than filed), which are incorporated by reference herein, and those risk factors that may be included in any applicable prospectus supplement, together with all of the other information included in this prospectus, any prospectus supplement and the documents we incorporate by reference, in evaluating an investment in our securities.Class A Common Stock. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our securitiesClass A Common Stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment. Before deciding whether to invest in our securities,Class A Common Stock, you should also refer to the other information contained in or incorporated by reference into this prospectus, including the section entitled “Cautionary"Cautionary Note Regarding Forward LookingForward-Looking Statements.”"
Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the sale of securities we are offering for general corporate purposes. This may include, among other things, additions to working capital, repayment or refinancing of existing indebtedness or other corporate obligations, financing of capital expenditures and acquisitions and investment in existing and future projects. Any specific allocation All of the net proceedsshares of an offering of securities to a specific purpose will be determined atour Class A Common Stock covered by this prospectus are being sold by the time of the offering and will be described in an accompanying prospectus supplement or free writing prospectus.
selling stockholders. See "Selling Stockholders." We will not receive any proceeds from the sale of Private Placement Warrants or shares of Class A Common Stock to be offered by the selling securityholders pursuant to this prospectus. With respect to the issuancethese sales of shares of Class A Common Stock underlying the Existing Warrants, we will not receive any proceeds from the sale of such shares except with respect to amounts received by us due to the exercise of the Existing Warrants to the extent the Existing Warrants are exercised for cash. We will receive up to an aggregate of approximately $364,166,659 from the exercise of Existing Warrants, assuming the exercise in full of all of the Existing Warrants for cash. Unless we inform you otherwise in a prospectus or free writing prospectus, we intend to use the net proceeds from any such exercise of the Existing Warrants for general corporate purposes, which includes, among other things, the repurchase of outstanding shares ofour Class A Common Stock.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
SELLING STOCKHOLDERS
Prior to July 31, 2018, we were a special purpose acquisition company with no material fixed charges or preferred stock. As such, a calculation of our historical ratio of consolidated earnings to combined fixed charges and preferred stock dividends is not meaningful. Further, because neither we nor the business we acquired in the business combination have had any shares of preferred stock outstanding and because, prior to July 31, 2018, the business we acquired in the business combination had no outstanding indebtedness, a calculation of the historical ratio of consolidated earnings to combined fixed charges and preferred stock dividends of such business would also not be meaningful.
Beneficial Ownership
Up to 10,000,000 Private Placement Warrants and 177,480,3589,706,903 shares of our Class A Common Stock may be offered for resale by the selling securityholdersstockholders under this prospectus, including (i) 115,730,3586,812,352 owned by the selling stockholders named herein and (ii) 2,894,551 shares of Class A Common Stock that may be issued to the selling securityholders as consideration in the Business Combination, including the 83,939,434 shares of Class A Common Stock issuable upon exchange of Magnolia LLC Units and an equal number of shares of Class B Common Stock, (ii) 35,500,000 of Class A Common Stock shares issued in the PIPE Investment and (iii) 16,250,000 shares of Class A Common Stock owned by the Sponsor, and certain other selling securityholders named herein and 10,000,000 shares of Class A Common Stock issuable pursuant to Private Placement Warrants held by Sponsor.Stock.
The following table sets forth the number of shares of Class A Common Stock and Private Placement Warrants being offered by the selling securityholders,stockholders, including their donees, pledgees, transferees or othersuccessors-in-interest, subject to the transfer restrictions described in this prospectus and in our Proxy Statement.the documents incorporated by reference herein, based on the assumptions that: (i) all shares registered for sale by this registration statement will be sold by or on behalf of the selling stockholders; and (ii) no other shares of Class A Common Stock will be acquired prior to completion of this offering by the selling stockholders. The following table also sets forth the number of shares known to us, based upon written representations by the selling securityholders,stockholders, to be beneficially owned by the selling securityholdersstockholders as of July 31, 2018,10, 2019 after giving effect to the Business Combination.settlement of our recent tender offer and consent solicitation (the "Tender Offer"). The selling securityholdersstockholders are not making any representation that any shares covered by this prospectus will be offered for sale. The selling securityholdersstockholders reserve the right to accept or reject, in whole or in part, any proposed sale of the shares. For purposes of the table below, we assume that all of the shares covered by this prospectus will be sold.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares of Class A Common Stock and the right to acquire such voting or investment power within 60 days through the exercise of any option, warrant or other right. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the shares of Class A Common Stock beneficially owned by them. Except as described in the footnotes to the following table and under “Material"Material Relationships with Selling Securityholders”Stockholders" below, none of the persons named in the table has held any position or office or had any other material relationship with us or our affiliates during the three years prior to the date of this prospectus. The inclusion of any shares of Class A Common Stock in this table does not constitute an admission of beneficial ownership for the person named below.
The percentages in the table are based on 148,540,024168,029,468 shares of Class A Common Stock and 31,666,666 Existing Warrants91,789,814 shares of Class B Common Stock outstanding as of July 31, 2018,10, 2019 after giving effect to the Business Combination andsettlement of the PIPE Investment.Tender Offer. In calculating this percentage for a particular holder, we treated as outstanding the number of shares of our Class A Common Stock issuable upon exercise of that
particular holder’s Existing Warrants orholder's Class B Common Stock and did not assume exercise of any other holder’s Existing Warrants or conversion of any other holder’sholder's Class B Common Stock.
Name of selling | Existing Warrants Beneficially Owned Prior to Offering | Existing Warrants Available Pursuant to this Prospectus | Existing Warrants Beneficially Owned After Offering | Percentage of Existing Warrants Beneficially Owned After Offering | Class A Common Stock Beneficially Owned Prior to Offering | Number of Shares Available Pursuant to this Prospectus(1) | Class A Common Stock Beneficially Owned After Offering | Percentage of Class A Common Stock Beneficially Owned After Offering | ||||||||||||||||||||||||
EnerVest Energy Institutional FundXIV-A, L.P.(2) | — | — | — | — | 55,357,254 | 55,357,254 | — | — | ||||||||||||||||||||||||
EnerVest Energy Institutional FundXIV-WIC, L.P.(3) | — | — | — | — | 578,299 | 578,299 | — | — | ||||||||||||||||||||||||
EnerVest Energy Institutional FundXIV-2A, L.P.(4) | — | — | — | — | 11,014,515 | 11,014,515 | — | — | ||||||||||||||||||||||||
EnerVest Energy Institutional FundXIV-3A, L.P.(5) | — | — | — | — | 10,805,611 | 10,805,611 | — | — | ||||||||||||||||||||||||
EnerVest Energy Institutional FundXIV-C, L.P.(6) | — | — | — | — | 31,790,924 | 31,790,924 | — | — | ||||||||||||||||||||||||
EnerVest Energy Institutional FundXIV-C-AIV, L.P.(7) | — | — | — | — | 6,183,755 | 6,183,755 | — | — | ||||||||||||||||||||||||
TPG Pace Energy Sponsor, LLC(8) | 10,000,000 | 10,000,000 | — | — | 26,090,000 | 26,090,000 | — | — | ||||||||||||||||||||||||
Selected American Shares(9) | — | — | — | — | 1,617,443 | 1,617,443 | — | — | ||||||||||||||||||||||||
Davis Value Portfolio(9) | — | — | — | — | 179,804 | 179,804 | — | — | ||||||||||||||||||||||||
Davis New York Venture Fund(9) | — | — | — | — | 8,202,753 | 8,202,753 | — | — | ||||||||||||||||||||||||
Affiliates of FMR LLC(10) | — | — | — | — | 15,100,000 | 15,100,000 | — | — | ||||||||||||||||||||||||
Certain funds and accounts advised by T. Rowe Price Associates, Inc.(11) | — | — | — | — | 1,725,669 | 285,869 | (12) | 1,439,800 | 1.0 | % | ||||||||||||||||||||||
SMALLCAP World Fund, Inc.(13) | — | — | — | — | 4,000,000 | 4,000,000 | — | — | ||||||||||||||||||||||||
Funds managed by Moore Capital Management, LP(14) | 833,333 | — | 833,333 | 2.6 | % | 4,447,464 | 1,564,131 | 2,883,333 | 1.9 | % | ||||||||||||||||||||||
Janus Henderson Triton Fund(15) | — | — | — | — | 7,931,137 | 1,050,000 | 6,881,137 | 4.6 | % | |||||||||||||||||||||||
Healthcare of Ontario Pension Plan Trust Fund | 666,667 | — | 666,667 | 2.1 | % | 2,555,101 | 1,000,000 | 1,555,101 | * | |||||||||||||||||||||||
Stephen Chazen(16) | 42,633 | — | 42,633 | * | 1,702,533 | 1,500,000 | 202,533 | * | ||||||||||||||||||||||||
Other Stockholders(17) | — | — | — | — | 1,160,000 | 1,160,000 | — | — |
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Name of selling stockholder | Class A Common Stock Beneficially Owned Prior to Offering(1) | Percentage of Class A Common Stock Beneficially Owned Prior to Offering | Number of Shares Available Pursuant to this Prospectus(1)(2) | Class A Common Stock Beneficially Owned After Offering(1) | Percentage of Class A Common Stock Beneficially Owned After Offering | |||||||||||
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EnerVest Energy Institutional Fund XIV-A, L.P.(3) | 60,750,278 | 26.55 | % | 1,924,907 | 58,825,371 | 25.93 | % | |||||||||
EnerVest Energy Institutional Fund XIV-2A, L.P.(3) | 11,625,679 | 6.47 | % | 357,422 | 11,268,257 | 6.28 | % | |||||||||
EnerVest Energy Institutional Fund XIV-3A, L.P.(3) | 11,993,072 | 6.66 | % | 377,102 | 11,615,970 | 6.47 | % | |||||||||
EnerVest Energy Institutional Fund XIV-WIC, L.P.(3) | 634,631 | * | 20,107 | 614,524 | * | |||||||||||
EnerVest Energy Institutional Fund XIV-C, L.P.(3) | 34,888,068 | 20.76 | % | 1,105,449 | 33,782,619 | 20.10 | % | |||||||||
EnerVest Energy Institutional Fund XIV-C-AIV, L.P.(3) | 6,786,154 | 3.88 | % | 215,013 | 6,571,141 | 3.76 | % | |||||||||
The Värde Fund XII (Master), L.P. | 1,121,946 | * | 1,121,946 | — | — | |||||||||||
The Värde Fund XI (C), L.P. | 416,771 | * | 416,771 | — | — | |||||||||||
The Värde Skyway Mini-Master Fund, L.P. | 390,899 | * | 390,899 | — | — | |||||||||||
Värde Investment Partners, L.P. | 341,725 | * | 341,725 | — | — | |||||||||||
The Värde Fund VI-A, L.P. | 226,809 | * | 226,809 | — | — | |||||||||||
The Värde Fund XI (B), L.P. | 224,879 | * | 224,879 | — | — | |||||||||||
Värde Investment Partners (Offshore) Master, L.P. | 208,664 | * | 208,664 | — | — | |||||||||||
The Värde Skyway Fund, L.P. | 62,718 | * | 62,718 | — | — | |||||||||||
Titanium EP Holdings II, LP | 30,547 | * | 30,547 | — | — | |||||||||||
The Värde Fund XI (A), L.P. | 29,704 | * | 29,704 | — | — | |||||||||||
TPG Pace Energy Governance, LLC(4) | 7,083,190 | 4.22 | % | 1,081,688 | 6,001,502 | 3.57 | % | |||||||||
TPG Pace Energy Sponsor Successor 2, LLC(5) | 2,570,223 | 1.53 | % | 392,503 | 2,177,720 | 1.30 | % | |||||||||
Stephen I. Chazen(6) | 6,604,349 | 3.93 | % | 769,066 | 5,835,283 | 3.47 | % | |||||||||
Miller Creek Investments, LLC(7) | 2,771,843 | 1.65 | % | 408,404 | 2,363,439 | 1.41 | % | |||||||||
Christopher G. Stavros(8) | 371,931 | * | 580 | 371,351 | * |
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These accounts
Energy Institutional Fund XIV-3A, L.P. ("EnerVest XIV-3A") is EVFA XIV-3A, LLC, a Delaware limited liability company. The general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EnerVest XIV-WIC") is EnerVest Holding XIV, LLC, a Delaware limited liability company. The managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EnerVest XIV-C") is EVFC GP XIV, LLC, a Texas limited liability company. The managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EnerVest XIV-C-AIV") is EVFC GP XIV, LLC, a Texas limited liability company. The sole member of each such managing general partner and general partner (collectively, the "Managing General Partners") is EnerVest, whose general partner is EnerVest Management GP, L.C., a Texas limited liability company ("EVM GP"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EnerVest XIV-A, EnerVest XIV-2A, EnerVest XIV-3A, EnerVest XIV-WIC, EnerVest XIV-C and EnerVest XIV-C-AIV (collectively, the "Record Holders"). Each of the Managing General Partners, EVM GP, EnerVest and EIS, LLC, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to beneficially own some or all of the Class A Common Stock and Class B Common Stock owned by the Record Holders. Each of the Managing General Partners, EVM GP, EnerVest and EIS, LLC disclaims beneficial ownership of such Class A Common Stock and Class B Common Stock, except to the extent of its pecuniary interest therein. Mr. John B. Walker, a member of the board of directors of the Company (the "Board") and sole beneficial owner of 160,000 shares of Class A Common Stock, is an indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Vice Chairman,owner, and the Chief Executive Officer, of EVM GP and the President of FMR LLC.
Memberscould be deemed to beneficially own some or all of the Johnson family, including Abigail P. Johnson, areClass A Common Stock and Class B Common Stock beneficially owned by the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through theirRecord Holders. Mr. Walker disclaims beneficial ownership of voting common sharessuch Class A Common Stock and Class B Common Stock, except to the executionextent of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.
Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.his pecuniary interest therein. The business address of these accounts is 245 Summer Street, Boston, MA 02210. The Fidelity Funds are affiliates of a registered broker-dealer.
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T. Rowe Price Associates, Inc. (“TRPA”) serves as investment adviser orsub-adviser, as applicable, with power to direct investments and/or sole power to vote the securities owned by these funds and accounts. The T. Rowe Price Proxy Committee develops the firm’s positions on all major proxy voting issues, creates guidelines, and oversees the voting process. Once the Proxy Committee establishes its recommendations, they are distributed to the firm’s portfolio managers as voting guidelines. Ultimately, the portfolio managers for each account decide how to vote on the proxy proposals of companies in their portfolios. More information on the T. Rowe Price proxy voting guidelines is available on its website at troweprice.com. The T. Rowe Price portfolio manager of the fundsforegoing parties is 1001 Fannin Street, Suite 800, Houston, Texas 77002.
beneficial ownerowners of all the shares listed above: however, TRPA expressly disclaims that itheld by the TPG Governance. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares held by the TPG Governance except to the extent of their pecuniary interest therein.
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Material Relationships with Selling SecurityholdersStockholders
Agreements Related to the Business Combination
Registration Rights Agreement
In connection with At the closing of the Business Combination, the Companywe entered into a registration rights agreement (the “Registration"Registration Rights Agreement”Agreement") with the certain funds affiliated withaffiliates of EnerVest our(the "Karnes County Contributors"), TPG Pace Energy Sponsor, LLC, a Delaware limited liability company ("TPG Sponsor"), and our four independent directors prior to the Business Combination (i.e., Arcilia Acosta, Edward Djerejian, Chad Leat and Dan F. Smith) (collectively, the “Holders”"Holders"). Pursuant, pursuant to which we are obligated, subject to the terms ofthereof and in the Registration Rights Agreement,manner contemplated thereby, to register for resale under the Holders are entitled to certain registration rights with respect toSecurities Act all or any portion of the shares of Class A Common Stock theythat the Holders hold as of the closing of the Business CombinationJuly 31, 2018, and that they may acquire thereafter, including upon conversion, exchange or redemption of any other security therefore. In addition, the Holders agreed not to sell, transfer or otherwise dispose of any our securities for a period of six months from the closing of the Business Combination and, for as long astherefor. Under the Registration Rights Agreement, remainsthe Holders also have "piggyback" registration rights exercisable at any time that allow them to include the shares of Class A Common Stock that they own in effect, if such sale, transfer orcertain registrations initiated by us.
On August 10, 2018, we filed a Registration Statement on Form S-3 (subsequently amended by Amendment No. 1 on August 28, 2018, the "Existing Registration Statement") to register, among other things, all of shares of Class A Common Stock held by Holders as of July 31, 2018. The Existing Registration Statement was declared effective by the Securities and Exchange Commission on August 30, 2018.
On December 21, 2018, TPG Sponsor completed a distribution would constitute or result inof shares of Class A Common Stock (the "First Distribution") by TPG Sponsor to TPG Pace Energy Sponsor Successor, LLC, a “changeDelaware limited liability company ("Sponsor Successor"), and certain other of control” under any of our debt facilities in place at the time of the closing of the Business Combination.
Stockholder Agreement
In connection with the closing of the Business Combination,its members, including Miller Creek and Mr. Chazen (the "Specified Members"). Related to that First Distribution, on February 25, 2019, the Company entered into the First Amendment to the Registration Rights Agreement, with Sponsor Successor and the Specified Members, pursuant to which Sponsor Successor would become a stockholder agreementparty to the Registration Rights Agreement. The Specified Members were also provided with certain rights and obligations that were a subset of the rights TPG Sponsor had under the Registration Rights Agreement prior to the First Distribution.
On May 11, 2019, Sponsor Successor subsequently distributed 1,353,460 warrants to purchase shares of our Class A Common Stock and 2,177,720 shares of Class A Common Stock to Sponsor Successor 2, and 3,729,960 warrants to purchase shares of our Class A Common Stock and 6,001,502 shares of Class A Common Stock to TPG Governance (the “Stockholder Agreement”"Second Distribution"),. Related to that Second Distribution, TPG Governance and Sponsor Successor 2 were each made party to the Registration Rights Agreement.
Stockholder Agreement
On July 31, 2018, we entered into the Stockholder Agreement with ourTPG Sponsor and certain funds affiliated with EnerVest.the Karnes County Contributors (the "Stockholder Agreement"). Following the Second Distribution, TPG Governance and Sponsor Successor 2 (collectively, "New Sponsor") were each made party to the Stockholder Agreement and were made subject to the terms of the Stockholder Agreement applicable to TPG Sponsor under the Stockholder Agreement.
Under the Stockholder Agreement, EnerVest isthe Karnes County Contributors are entitled to nominate two directors, one of whom shall be independent under the listing rules of the NYSE, the Exchange Act, and the Sarbanes-Oxley Act of 2002, for appointment to the Board so long as they collectively own at least 15% of the outstanding shares of Class A Common Stock (on a fully diluted basis, including equity securities exercisable into Class A Common Stock), and one director so long as they owned at least 2% of the outstanding shares of Class BA Common Stock (on a fully diluted basis, including equity securities exercisable into common stock, and on a combined basis) and one director so long as they own at least 2% of the outstanding shares of Class A Common Stock and Class B Common Stock (on a fully diluted basis, including equity securities exercisable into common stock, and on a combined basis)Stock). New Sponsor is entitled to nominate two directors
for appointment to the Board so long as it owns at least 60% of the voting common stock that it owns at the time of the closing of the Business Combination (including any shares of common stock issuable uponin the exerciseCompany that TPG Sponsor or its successors (including New Sponsor) owned as of any Private Placement Warrants (as defined herein) held by Sponsor),July 31, 2018, and one director so long as it owns at least 25% of the voting common stock that it owns at the time of the closing of the Business Combination (including any shares of common stock issuable uponin the exerciseCompany that TPG Sponsor or its successors (including New Sponsor) owned as of any Private Placement Warrants held by Sponsor). EnerVestJuly 31, 2018. The Karnes County Contributors and New Sponsor are each entitled to appoint one director to each committee of the Board (subject to applicable law and stock exchange rules). Each of New Sponsor and EnerVest have agreed to vote all of their shares of voting common stock in favor of the directors nominated by the other party in accordance with the Stockholder Agreement and any other nominees nominated by the Nominating and Corporate Governance Committee of the Board. For so long as EnerVest or New Sponsor, as applicable, has the right to nominate two directors to the Board, EnerVest or New Sponsor, as applicable, will be subject to a customary “standstill.”"standstill." The Stockholder Agreement also includes customary restrictions on the transfer of shares to certain persons acquiring beneficial ownership in excess of certain stated thresholds. The Stockholder Agreement will terminate as to each stockholder upon the time at which such stockholder or any of its affiliates no longer has the right to designate an individual for nomination to the Board under the agreement and will automatically terminate in its entirety on December 31, 2022.
Subscription Agreements
In connection with its entry into the Business Combination, the Company entered into the Subscription Agreements (the “Subscription Agreements”), each dated as of March 20, 2018 with the PIPE Investors, pursuant to which, among other things, the Company issued and sold in a private placement an aggregate of 35,500,000 shares of the Class A Common Stock for aggregate gross proceeds of $355,000,000. Pursuant to the Subscription Agreements, the PIPE Investors are entitled to certain registration rights, subject to customaryblack-out periods, cutback provisions and other limitations as set forth therein.
Amended and Restated Limited Liability Company Agreement of Magnolia LLC
At the closing of the Business Combination, Magnolia LLC and certain funds affiliated with EnerVest party thereto (the “EnerVest Members”"EnerVest Members") entered into Magnolia LLC’sLLC's amended and restated limited liability company agreement (the “Magnolia"Magnolia LLC Agreement”Agreement"), which sets forth, among other things, the rights and obligations of the holders of Magnolia LLC Units. Under the Magnolia LLC Agreement, the Company becameAs the sole managing member of Magnolia LLC. FollowingLLC under the closing of the Business Combination,Magnolia LLC Agreement, we operate our business through Magnolia LLC and its subsidiaries. The operations of Magnolia LLC, and the rights and obligations of the holders of the Magnolia LLC Units, are set forth in the Magnolia LLC Agreement. The Magnolia LLC Agreement, among other things, provides the EnerVest Members, subject to certain conditions, with an exchange right, which entitles the EnerVest Members to exchange, from time to time, all or a portion of itstheir Magnolia LLC Units (and a corresponding number of shares of Class B Common Stock) for newly issued shares of our Class A Common Stock on aone-for-one basis, or, at Magnolia LLC’sLLC's option, an equivalent amount of cash.
Indemnification Agreements
Effective as of the closing date of the Business Combination, we entered into indemnification agreements with certain of our directors and executive officers. Each indemnification agreement provides that, subject to limited exceptions, and among other things, we will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as our director or officer.
Services Agreement
At the closing of the Business Combination, the Company and EnerVest Operating L.L.C., andan affiliate of EnerVest (“EVOC”("EVOC"), entered into a Services Agreement (the “Services Agreement”"Services Agreement"), pursuant to which EVOC, under the direction of the Company’sCompany's management, will provideprovides the Company services, including administrative, back office and day-to-day field level services reasonably necessary to operate the business of the Company and its assets, subject to certain exceptions.
As consideration for the services to be provided under the Services Agreement, the Company will paypays EVOC a fixed annual services fee of approximately $23.6 million, subject to certain adjustments. In addition, the Company will paypays industry standard per well overhead payments to EVOC the initial annual amount of which is estimated to be approximately $7 million, and will reimbursereimburses EVOC for certain costs of the Company incurred by EVOC in performing the services.
The term of the Services Agreement is five years, but the Services Agreement is subject to termination by either party after two years. The parties also have certain early termination rights, including rights of the Company to terminate the Services Agreement in the event of a change of control of EVOC or if certain key persons cease to devote a substantial amount of their time to the performance of the services. In addition, the Company may terminate the agreement after the first anniversary of the ClosingJuly 31, 2019 if the Board, determines by unanimous vote (excluding any member of the boardBoard that is an affiliate of EVOC or is appointed by or employed by EVOC or any of its affiliates), makes a good-faith determination that EVOC has failed to satisfactorily perform the services, in which case the Company is required to pay EVOC a lump-sum termination fee of $17.5 million. Following any termination of the Services Agreement, EVOC will provide transition services for a period of nine months, which may be reduced in certain instances, during which period the services fee and other payments described above will continue to be payable.
WarrantTitanium Purchase Agreement
On May 6, 2019, the Company entered into a Purchase and Sale Agreement by and among VP EF, L.P., VP EF Royalty L.P. (collectively, the "Titanium Sellers") on the one hand, and Magnolia Oil & Gas Operating LLC and the Company on the other hand (the "Titanium Purchase Agreement"), pursuant to which, the Company has acquired oil and gas assets in the Eagle Ford Shale and Austin Chalk for consideration consisting of cash and 3,054,662 newly issued shares of the Class A Common Stock. The Existing Warrants wereClass A Common Stock was issued under a warrant agreement, dated May 3, 2017, between Continental Stock Transfer & Trust Company,to certain affiliates of the Titanium Sellers (the "Titanium Holders") in reliance upon the exemption from registration provided in Section 4(a)(2) of the Securities Act. Pursuant to the Titanium Purchase Agreement, the Titanium Holders are entitled to certain registration rights, subject to certain limitations as warrant agent, and us. For more information regarding the Warrant Agreement, please read “Descriptionset forth therein.
We and As of the date of this prospectus, we have not been advised by the selling securityholdersstockholders as to any plan of distribution. The selling stockholders, or their partners, pledgees, donees (including charitable organizations), transferees or other successors in interest, may offer and sell all or a portion of the securitiesClass A Common Stock covered by this prospectus from time to time, in one or more or any combination of the following transactions:
“
We and the The selling securityholdersstockholders may sell the securitiesClass A Common Stock at prices then prevailing, related to the then prevailing market price or at negotiated prices. The offering price of the securitiesClass A Common Stock from time to time will be determined by us and by the selling securityholdersstockholders and, at the time of the determination, may be higher or lower than the market price of our securitiesClass A Common Stock on the NYSE or any other exchange or market.
The selling securityholdersstockholders may also sell our securitiesClass A Common Stock short and deliver these securitiesthe Class A Common Stock to close out their short positions or loan or pledge the securitiesClass A Common Stock to broker-dealers that in turn may sell these securities.the Class A Common Stock. The shares may be sold directly or through broker-dealers acting as principal or agent or pursuant to a distribution by one or more underwriters on a firm commitment or best-efforts basis. We and theThe selling securityholdersstockholders may also enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers of other financial institutions may engage in short sales of our securitiesClass A Common Stock in the course of hedging the positions they assume with us and with the selling securityholders. We and thestockholders. The selling securityholdersstockholders may also enter into options or other transactions with broker-dealers or other financial institutions, which require the delivery to such broker-dealer or other financial institution of securitiesClass A Common Stock offered by this prospectus, which securitiesClass A Common Stock such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). In connection with an underwritten offering, underwriters or agents may receive compensation in the form of discounts, concessions or commissions from the selling securityholdersstockholders or from purchasers of the offered securitiesClass A Common Stock for whom they may act as agents. In addition, underwriters may sell the securitiesClass A Common Stock to or through dealers, and those dealers may receive compensation in the form
of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The selling securityholdersstockholders and any underwriters, dealers or agents participating in a distribution of the securitiesClass A Common Stock may be deemed to be “underwriters”"underwriters" within the meaning of the Securities Act, and any profit on the sale of the securitiesClass A Common Stock by the selling securityholdersstockholders and any commissions received by broker-dealers may be deemed to be underwriting commissions under the Securities Act.
We and the The selling securityholdersstockholders may agree to indemnify an underwriter, broker-dealer or agent against certain liabilities related to the sale of the securities,Class A Common Stock, including liabilities under the Securities Act. The selling
securityholders stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities.Class A Common Stock. Upon our notification by a selling securityholderstockholder that any material arrangement has been entered into with an underwriter or broker-dealer for the sale of securitiesClass A Common Stock through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing certain material information, including:
stockholder;
In addition, upon being notified by a selling securityholderstockholder that a donee, pledgee, transferee or othersuccessor-in-interest intends to sell securities,Class A Common Stock, we will, to the extent required, promptly file a supplement to this prospectus to name specifically such person as a selling securityholder.stockholder.
We and the The selling securityholdersstockholders are subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the securitiesClass A Common Stock offered in this prospectus by the selling securityholders.stockholders. The anti-manipulation rules under the Exchange Act may apply to sales of securitiesClass A Common Stock in the market and to the activities of the selling securityholdersstockholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the securitiesClass A Common Stock to engage in market-making activities for the particular securitiesClass A Common Stock being distributed for a period of up to five business days before the distribution. The restrictions may affect the marketability of the securitiesClass A Common Stock and the ability of any person or entity to engage in market-making activities for the securities.Class A Common Stock.
To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling the securitiesClass A Common Stock under this prospectus, the selling securityholdersstockholders may sell the securitiesClass A Common Stock in compliance with the provisions of Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements of the Securities Act.
ExerciseTable of Existing WarrantsContents
Each Existing Warrant entitles its holder to purchase one share of our Class A Common Stock at an exercise price of $11.50 per share. The Existing Warrants will become exercisable on August 30, 2018 and expire on July 31, 2023 or earlier upon redemption or liquidation. Once the Existing Warrants become exercisable, we may redeem the outstanding Existing Warrants at a price of $0.01 per Existing Warrant, if the last sale price of our Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before we send the notice of redemption to the warrant holders. The Private Placement Warrants, however, arenon-redeemable so long as they are held by our Sponsor or its permitted transferees. For additional information with respect to Warrants, please read “Description of Capital Stock—Existing Warrants.”
DESCRIPTION OF SECURITIESCAPITAL STOCK
The following summary of certain material provisions of our common stock and Preferred Stock does not purport to be complete. You should refer to our certificate of incorporation, as amended, and our amended and restatedby-laws, which are included as exhibits to the registration statement of which this prospectus is a part. The summary below is also qualified by reference to the provisions of the Delaware General Corporation Law (“DGCL”("DGCL").
Our Second Amended and Restated Charter authorizes the issuance of 1,300,000,000 shares of Class A Common Stock, 225,000,000 shares of Class B Common Stock, 20,000,000 shares of Class F Common Stock, and 1,000,000 shares of Preferred Stock, each par value $0.0001 per share. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. As of July 31, 2018,10, 2019, after giving effect to the Business Combination andsettlement of the PIPE Investment,Tender Offer, there were 148,540,024168,029,468 shares of Class A Common Stock outstanding, held of record by 5826 holders of Class A Common Stock, 83,939,43491,789,814 shares of Class B Common Stock outstanding, held of record by five holders of Class B Common Stock. Additionally, on July 10, 2019, after giving effect to the settlement of the Tender Offer, there were 157,424 warrants to purchase shares of our Class A Common Stock and two holdersoutstanding held by one holder of record, all of Existing Warrants.
which shall expire and have no force or effect on July 25, 2019, other than that any holder thereof shall have the right to receive 0.261 shares of Class A Common Stock in exchange for each warrant held by such holder.
Class A Common Stock
Please see our registration statement onForm8-A (FileNo. 001-38083) filed on May 3, 2017 (together with any amendments thereto and the other documents incorporated by reference therein), which is incorporated by reference herein, for a description of our Class A Common Stock.
Class B Common Stock
Holders of Class B Common Stock, par value of $0.0001 per share, vote together as a single class with holders of Class A Common Stock on all matters properly submitted to a vote of the stockholders. Dividends and other distributions will not be declared or paid on Class B Common Stock unless (i) the dividend consists of shares of Class B Common Stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable or redeemable for shares of Class B Common Stock paid proportionally with respect to each outstanding share of Class B Common Stock and (ii) a dividend consisting of shares of Class A Common Stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable or redeemable for shares of Class A Common Stock on equivalent terms is simultaneously paid to the holders of Class A Common Stock. If dividends are declared on Class B Common Stock that are payable in shares of Class B Common Stock, or securities convertible or exercisable into or exchangeable or redeemable for Class B Common Stock, the dividends payable to the holders of Class B Common Stock will be paid only in shares of Class B Common Stock (or securities convertible or exercisable into or exchangeable or redeemable for Class B Common Stock), and such dividends will be paid in the same number of shares (or fraction thereof) on a per share basis of the Class B Common Stock (or securities convertible or exercisable into or exchangeable or redeemable for the same number of shares (or fraction thereof) on a per share basis of the Class B Common Stock). Holders of Class B Common Stock are not be entitled to receive any of our assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs.
The holders of Class B Common Stock generally have the right to cause Magnolia LLC to redeem all or a portion of their Magnolia LLC Units in exchange for shares of Class A Common Stock or, at Magnolia LLC’sLLC's option, a cash payment equal to the product of (A) the number of shares of Class A Common stock that would have been received in the redemption if the cash payment election had not
been made and (B) the average of the volume-weighted closing price of one share of Class A Common Stock for the 10 trading days prior to the date the EnerVest Members deliver a notice of redemption for each Magnolia LLC Unit redeemed. Upon the future redemption or exchange of Magnolia LLC Units held by any holder of Class B Common Stock, a corresponding number of shares of Class B Common Stock held by such holder of Class B Common Stock will be cancelled.
Holders of our Class B Common Stock have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class B Common Stock.
Preferred Stock
The Second Amended and Restated Charter provides that shares of Preferred Stock may be issued from time to time in one or more series. The Board will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board may, without stockholder approval, issue Preferred Stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Board to issue Preferred Stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of the Company or the removal of existing management. The Company has no Preferred Stock outstanding at the date hereof. You should refer to the prospectus supplement relating to a particular issue of the Preferred Stock for the terms and information related to such shares.
New Warrants
We may issue New Warrants for the purchase of our Class A Common Stock, Preferred Stock or any combination of the foregoing securities. New Warrants may be issued independently or together with our securities offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of New Warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the prospectus supplement relating to the particular issue of New Warrants. The warrant agent will act solely as our agent in connection with the New Warrants and will not assume any obligation or relationship of agency or trust for or with any holders of the New Warrants or beneficial owners of the New Warrants. The following summary of certain provisions of the New Warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the warrant agreements.
You should refer to the prospectus supplement relating to a particular issue of the New Warrants for the terms of and information relating to the New Warrants, including, where applicable:
(1) the number of securities purchasable upon exercise of the New Warrants and the price at which such securities may be purchased upon exercise of the New Warrants;
(2) the date on which the right to exercise the New Warrants commences and the date on which such right expires (the “ New Warrant Expiration Date”);
(3) the United States federal income tax consequences applicable to the New Warrants;
(4) the amount of the New Warrants outstanding as of the most recent practicable date; and
(5) any other terms of the New Warrants.
New Warrants will be offered and exercisable for United States dollars only. New Warrants will be issued in registered form only. Each New Warrant will entitle its holder to purchase such number of securities at such exercise price as is in each case set forth in, or calculable from, the prospectus supplement relating to the New Warrants. The exercise price may be subject to adjustment upon the occurrence of events described in such prospectus supplement. After the close of business on the New Warrant Expiration Date (or such later date to which we may extend such New Warrant Expiration Date), unexercised New Warrants will become void. The place or places where, and the manner in which, New Warrants may be exercised will be specified in the prospectus supplement relating to such New Warrants.
Prior to the exercise of any New Warrants, holders of the New Warrants will not have any of the rights of holders of securities, including the right to receive payments of any dividends on the securities purchasable upon exercise of the New Warrants, or to exercise any applicable right to vote.
Existing Warrants
The Existing Warrants include 10,000,000 Existing Warrants issued in a private placement in connection with our initial public offering, referred to in this prospectus as the Private Placement Warrants, and 21,666,666 Existing Warrants sold as part of the units in our initial public offering.
Public Stockholders’ Warrants
Each whole Existing Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to certain adjustments, at any time commencing on August 30, 2018. Existing Warrants must be exercised for a whole share. The Existing Warrants will expire on July 31, 2023, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We are obligated to deliver any shares of Class A Common Stock pursuant to the exercise of an Existing Warrant and have no obligation to settle such warrant exercise unless this registration statement with respect to the shares of Class A Common Stock underlying the Existing Warrants is then effective and a prospectus relating thereto is current, subject to the satisfaction of our obligations described below with respect to registration. No Existing Warrant will be exercisable for cash or on a cashless basis and we are not be obligated to issue any shares to holders seeking to exercise their Existing Warrants unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to an Existing Warrant, the holder of such Existing Warrant will not be entitled to exercise such Existing Warrant and such Existing Warrant may have no value and expire worthless. In no event will we be required to net cash settle any Existing Warrant.
We agreed to use our best efforts to file with the SEC this registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Existing Warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of this registration statement, and a current prospectus relating thereto, until the expiration of the Existing Warrants in accordance with the provisions of the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company (the “Warrant Agreement”). Notwithstanding the above, if our Class A Common Stock is at the time of any exercise of an Existing Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their Existing Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the we so elect, we will not be required to file or maintain in effect a registration statement, but will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Subject to the restrictions on the Private Placement Warrants described below, once the Existing Warrants become exercisable, we may redeem the Existing Warrants:
in whole and not in part;
at a price of $0.01 per Existing Warrant;
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.
If and when the Existing Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As described further below under “Description of Capital Stock—Existing Warrants— Private Placement Warrants”, the Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.
We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Existing Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Existing Warrants, each warrant holder will be entitled to exercise his, her, or its Existing Warrant prior to the scheduled redemption date. However, the price of the Class A Common Stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.
If we call the Existing Warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its Existing Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Existing Warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of Existing Warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A Common Stock issuable upon the exercise of its Existing Warrants. If our management takes advantage of this option, all holders of Existing Warrants would pay the exercise price by surrendering their Existing Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Existing Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the Existing Warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Existing Warrants. If out management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A Common Stock to be received upon exercise of the Existing Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a redemption. We believe this feature is an attractive option to us if it does not need the cash from the exercise of the Existing Warrants. If we call the Existing Warrants for redemption and our management does not take advantage of this option, the Sponsor and its permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their Existing Warrants on a cashless basis, as described in more detail below.
A holder of an Existing Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Existing Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A Common Stock outstanding immediately after giving effect to such exercise.
If the number of outstanding shares of Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by asplit-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock dividend,split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Existing Warrant will be increased in proportion to such increase in the outstanding shares of Class A Common Stock. A rights offering to holders of Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such
rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while the Existing Warrants are outstanding and unexpired, pay a dividend or makes a distribution in cash, securities or other assets to the holders of Class A Common Stock on account of such shares of Class A Common Stock (or other shares of the Company’s capital stock into which the Existing Warrants are convertible), other than (a) as described above or (b) certain ordinary cash dividends, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A Common Stock in respect of such event.
If the number of outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A Common Stock issuable on exercise of each Existing Warrant will be decreased in proportion to such decrease in outstanding shares of Class A Common Stock.
Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Existing Warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A Common Stock purchasable upon the exercise of the Existing Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A Common Stock so purchasable immediately thereafter.
In case of any reclassification or reorganization of the outstanding shares of Class A Common Stock (other than those described above or that solely affects the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of the Company’s outstanding shares of Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of our assets or other property as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the Existing Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Existing Warrants and in lieu of the shares of Class A Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Existing Warrants would have received if such holder had exercised their Existing Warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each Existing Warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning ofRule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning ofRule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class A
Common Stock, the holder of an Existing Warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the Existing Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the Warrant Agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A Common Stock in such a transaction is payable in the form of Class A Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an establishedover-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Existing Warrant properly exercises the Existing Warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the Warrant Agreement based on the per share consideration minus the Black-Scholes Warrant Value (as defined in the Warrant Agreement) of the Existing Warrant.
The public warrants were issued in registered form under the Warrant Agreement. The Warrant Agreement provides that the terms of the Existing Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.
The Existing Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Existing Warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A Common Stock and any voting rights until they exercise their Existing Warrants and receive shares of Class A Common Stock. After the issuance of shares of Class A Common Stock upon exercise of the Existing Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Private Placement Warrants
The Private Placement Warrants (including the Class A Common Stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until August 30, 2018 and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Existing Warrants sold as part of the units in our initial public offering. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Existing Warrants included in the units sold in our initial public offering.
If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its Private Placement Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Private Placement Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise prices of the Private Placement Warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these Private Placement Warrants will be exercisable on a cashless basis so long as they are held by the Sponsor and its permitted transferees is because it was not known at the time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We have
policies in place that prohibit insiders from selling its securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of materialnon-public information. Accordingly, unlike public stockholders who could exercise their Existing Warrants and sell the shares of Class A Common Stock issuable upon exercise of the Existing Warrants freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such Private Placement Warrants on a cashless basis is appropriate.
The Private Placement Warrants and any shares of Class A Common Stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant tolock-up provisions in the Letter Agreement. Thoselock-up provisions provide that such securities are not transferable, assignable or salable until August 30, 2018, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination; (g) by virtue of the laws of the state of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; or (h) in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.
The Private Placement Warrants were sold in a private placement pursuant to a purchase agreement between the Company and the Sponsor and have the terms set forth in the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.
Depositary Shares
We may offer Depositary Shares (either separately or together with other securities) representing fractional interests in our Preferred Stock of any series. In connection with the issuance of any Depositary Shares, we will enter into a deposit agreement with a bank or trust company, as depositary, which will be named in the applicable prospectus supplement. Depositary Shares will be evidenced by depositary receipts issued pursuant to the related deposit agreement. Immediately following our issuance of the Preferred Stock related to the Depositary Shares, we will deposit the Preferred Stock with the relevant Preferred Stock depositary and will cause the Preferred Stock depositary to issue, on our behalf, the related depositary receipts. Subject to the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fraction of a share of Preferred Stock represented by the related Depositary Share, to all the rights, preferences and privileges of, and will be subject to all of the limitations and restrictions on, the Preferred Stock represented by the depositary receipt (including, if applicable, dividend, voting, conversion, exchange redemption and liquidation rights).
Certain Anti-Takeover Provisions of Delaware Law
Section 203 of the DGCL
We are subject to the provisions of Section 203 of the DGCL. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination”"business combination" with:
A “business combination”"business combination" includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
Our authorized but unissued common stock and Preferred Stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and Preferred Stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Written Consent by Stockholders
The Second Amended and Restated Charter provides that prior to the first date on which investment funds affiliated with EnerVest or TPG Capital, L.P. and their respective successors and affiliates cease collectively to beneficially own (directly or indirectly) more than 50% of the outstanding shares of our common stock, any action required or permitted to be taken by our stockholders that is approved in advance by our board of directorsBoard may be effected without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Special Meeting of Stockholders
Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors,Board, by our Chief Executive Officer or by our Chairman.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’sstockholder's notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’stockholders' meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Exclusive Forum
The Second Amended and Restated Charter provides that a stockholder bringing a claim subject to the proposed Article X of the Second Amended and Restated Charter will be required to bring that claim in the Court of Chancery, subject to the Court of Chancery having personal jurisdiction over the defendants.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
As of the date of this prospectus, after giving effect to the settlement of the Tender Offer, we had 148,540,024168,029,468 shares of Class A Common Stock outstanding, which givesafter giving effect to the shares that we redeemed in connection with seeking shareholder approval of the Business Combination and the shares of Class A Common Stock that we issued in connection with the closing of the Business Combination. Of these shares, 64,999,100 shares sold in our initial public offering are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by onesettlement of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 83,540,924 shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.Tender Offer.
As of the date of this prospectus, there are a total of 31,666,666 Existing Warrants to purchase shares of our Class A Common Stock outstanding including 10,000,000 Private Placement Warrants and 21,666,666 Existing Warrants sold as part of our initial public offering. Each Existing Warrant is exercisable for one share of Class A Common Stock.
Transfer Agent and Warrant Agent
The transfer agent for our Class A Common Stock and warrant agent for our Existing Warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
Vinson & Elkins, L.L.P., Houston, Texas, will pass upon the validity of the securitiesClass A Common Stock covered by this prospectus. Any underwriters or agents will be advised about other issues relating to the offering by counsel to be named in the applicable prospectus supplement.
The consolidated financial statements of Magnolia Oil & Gas Corporation (formerly TPG Pace Energy Holdings Corp.) as of December 31, 20172018 and for the period from February 14, 2017 (inception)July 31, 2018 to December 31, 2017,2018 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated in this prospectus by reference to our Proxy Statement filed with the SEC on July 2, 2018herein, and upon the authority of suchsaid firm as experts in accounting and auditing.
The combined financial statements of the Karnes County Business as of December 31, 2017, for the period from January 1, 2018 through July 30, 2018 and for the years ended December 31, 2017 and 2016, and the period from September 30, 2015 (date of inception) to December 31, 2015, incorporated by reference in this prospectus by reference from our Proxy Statement filed withAnnual Report on Form 10-K for the SEC on July 2,year ended December 31, 2018, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference.reference (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to the allocations of certain costs in the combined financial statements). Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The combined financial statements of the Alta Mesa Eagle, LLC as of and for the period ended January 1, 2015 to September 30, 2015 have been incorporated by reference herein in reliance upon the report Weaver and Tidwell, L.L.P., independent registered public accounting firm, incorporated in this prospectus by reference to our Proxy Statement filed with the SEC on July 2, 2018, and upon the authority of said firm as experts in accounting and auditing.
The statements of revenue and direct operating expenses of certain properties of the Giddings Assets for the years ended December 31, 2017, 2016 and 2015, incorporated by reference in this prospectus by reference from our Proxy Statement filed with the SECCurrent Report on July 2, 2018,Form 8-K dated June 7, 2019, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference.reference (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to the manner of presentation of the revenues and direct operating expenses of the Giddings Assets). Such statements of revenue and direct operating expenses have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The audited historical statements of revenues and direct operating expenses of the properties located in the Eagle Ford Shale (the “Acquired Properties”"Acquired Properties") included in our Definitive Proxy StatementExhibit 99.6 of Magnolia Oil and Gas Corporation's Current Report on Form 8-K dated July 2, 2018June 7, 2019 have been so incorporated in reliance on the report (which contains an emphasis of a matter paragraph relating to the Company’sCompany's basis of presentation described in Note 2) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
The historical financial statements of GulfTex Karnes EFS, LP as of and for the period from January 1, 2016 to April 27, 2016 and as of and for the year ended December 31, 2015, incorporated in this prospectus by reference to ourCurrent Report on Form 8-K filed with the SEC on June 7, 2019, have been so incorporated by reference herein in reliance upon the report of RSM US LLP, independent auditors, incorporated in this prospectus by reference to our Proxy Statement filed with the SEC on July 2, 2018, and upon the authority of said firm as experts in accounting and auditing.
The historical financial statements of GulfTex Energy III, LP as of and for the period from January 1, 2016 to April 27, 2016 and as of and for the periodyear ended December 31, 2015, incorporated in this prospectus by reference to ourCurrent Report on Form 8-K filed with the SEC on June 7, 2019, have been incorporated by reference herein in reliance upon the report of RSM US LLP, independent auditors, incorporated in this prospectus by reference to our Proxy Statement filed with the SEC on July 2, 2018, and upon the authority of said firm as experts in accounting and auditing.
The statement of revenue and direct operating expenses of certain assets of GulfTex Energy III, LP and GulfTex Energy IV, LP for the year ended December 31, 2017 have been incorporated by reference herein in reliance upon the report of RSM US LLP, independent auditors, incorporated in this prospectus by reference to our Proxy Statement filed with the SEC on July 2, 2018, and upon the authority of said firm as experts in accounting and auditing.
The information incorporated by reference in this prospectus regarding estimated quantities of proved reserves of our assets, the future net revenues from those reserves and their present value as of December 31, 20172018 is based on the proved reserve report prepared by Cawley, Gillespie & Associates, Inc., our independent petroleum engineers. These estimates are incorporated by reference in this prospectus in reliance upon the authority of such firm as an expert in these matters.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on FormS-3 under the Securities Act with respect to the securitiesClass A Common Stock offered by this prospectus. This prospectus, which forms a part of such registration statement, does not contain all of the information included in the registration statement. For further information pertaining to us and our common stock, including the securities,Class A Common Stock, you should refer to the registration statement and to its exhibits. The registration statement has been filed electronically and may be obtained in any manner listed below. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement or a report we file under the Exchange Act, you should refer to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit to a registration statement or report is qualified in all respects by the filed exhibit.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’sSEC's website atwww.sec.gov and on our website atwww.magnoliaoilgas.com. Information on our website does not constitute part of this prospectus. You may inspect without charge any documents filed by us ata copy of the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copiesregistration statement through the SEC's website, as provided herein.
Table of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. Please call the SEC at1-800-SEC-0330Contents for further information on the Public Reference Room.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We “incorporate"incorporate by reference”reference" into this prospectus documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Some information contained in this prospectus updates the information incorporated by reference, and information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and information that we file later and incorporate by reference into this prospectus, you should rely on the information contained in the document that was filed later.
In particular, we incorporate by reference into this prospectus the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing and prior to effectiveness of the registration statement that contains this prospectus and prior to the time that all the securitiesClass A Common Stock offered by this prospectus have been sold by the selling securityholdersstockholders as described in this prospectus (other than, in each case, documents or information deemed to have been “furnished”"furnished" and not “filed”"filed" in accordance with SEC rules) or such registration statement has been withdrawn:
our Quarterly Report2018, filed with the SEC on Form10-Q forFebruary 27, 2019, including the quarter ended March 31, 2018;
information specifically incorporated by reference from ourDefinitive Proxy Statement on Schedule 14A filed with the SEC on July 2, 2018, as amended or supplemented;
April 23, 2019;
Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request a copy of the registration statement, the above filings and any future filings that are incorporated by reference into this prospectus, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing or calling us at the following address:
Magnolia Oil & Gas Corporation
1001 Fannin St.,
Nine Greenway Plaza, Suite 400
1300
Houston, TX 77002Texas 77046
(713) 842-9050
(713)842-9050
Magnolia Oil & Gas Corporation
Class A Common Stock
Preferred Stock
Depositary Shares
Warrants
31,666,6669,706,903 Shares of Class A Common Stock Issuable Upon Existing Warrants
10,000,000 Private Placement Warrants
177,480,358 Shares of Class A Common Stock
PROSPECTUS
, 2018
PROSPECTUS
, 2019
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable by us in connection with the resale of the securitiesClass A Common Stock being registered hereby.
SEC registration fee | $ | 13,294.19 | ||
Accounting fees and expenses | * | |||
Legal fees and expenses | * | |||
Printing and engraving expenses | * | |||
Miscellaneous | * | |||
| | | | |
Total | $ | * | ||
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SEC registration fee | $ | 398,933 | ||
Accounting fees and expenses | * | |||
Legal fees and expenses | * | |||
Printing and engraving expenses | * | |||
Miscellaneous | * | |||
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Total | $ | * | ||
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We will bear all costs, expenses and fees in connection with the registration of the securities,Class A Common Stock, including with regard to compliance with state securities or “blue sky”"blue sky" laws. The selling securityholders,stockholders, however, will bear all commissions and discounts, if any, attributable to their sale of the securities.Class A Common Stock.
Item 15. Indemnification of Directors and Officers.
Section 145 of the DGCL, as amended, authorizes us to indemnify any director or officer under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney’sattorney's fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which a person is a party by reason of being one of our directors or officers if it is determined that such person acted in accordance with the applicable standard of conduct set forth in such statutory provisions.
Our Second Amended and Restated Charter provides that our officers and directors are indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our Second Amended and Restated Charter provides that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.
Our bylaws permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have purchased a policy of directors’directors' and officers’officers' liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. In addition, we have entered into indemnification agreements with each of our officers and directors, a form of which is attached to this Registration Statement as Exhibit 10.4. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have
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been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
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The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation"Calculation of Registration Fee”Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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provided,however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser,
(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’sregistrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’splan's annual report pursuant to Section 15(d) of the
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Exchange Act) that is incorporated by
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reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) (6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on AugustJuly 10, 2018.2019.
Magnolia Oil & Gas Corporation | ||||||
By: | /s/ STEPHEN CHAZEN | |||||
Name: | Stephen Chazen | |||||
Title: | President, Chief Executive Officer and Chairman |
KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Chazen and Christopher Stavros, and each of them, his or her true and lawfulattorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
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Name | Title | Date | ||
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/s/ STEPHEN CHAZEN Stephen Chazen |
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/s/ CHRISTOPHER STAVROS Christopher Stavros | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | July 10, 2019 | ||
/s/ ARCILIA ACOSTA Arcilia Acosta | Director | July 10, 2019 | ||
/s/ EDWARD DJEREJIAN Edward Djerejian | Director | July 10, 2019 |
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Name | Title | Date | ||
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/s/ MICHAEL MACDOUGALL Michael MacDougall
| Director | |||
Dan F. Smith
| Director | July 10, | ||
James R. Larson
| Director | July 10, | ||
John B. Walker
| Director | July 10, | ||
Angela Busch
| Director | July 10, |
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