Filed Pursuant to Rule 424(b)(3)
Registration No. 333-226795
Prospectus Supplement
(to Prospectus dated August 30, 2018)
MAGNOLIA OIL & GAS CORPORATION
Private Placement Warrants
Shares of Class A Common Stock
This prospectus supplement updates and amends certain information contained in the preliminary prospectus dated August 30, 2018 (the “Prospectus”) relating to the offer and sale from time to time by certain selling securityholders identified therein (the “Selling Securityholders”) of up to an aggregate of (i) 10,000,000 outstanding warrants, each entitling the holder thereof to purchase one share of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), at an exercise price of $11.50 per share, subject to certain adjustments, issued in a private placement in connection with our initial public offering (the “Private Placement Warrants”), and (ii) 190,680,358 outstanding shares of Class A Common Stock.
This prospectus supplement should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus, except to the extent that the information presented herein supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in conjunction with, the Prospectus, including any amendments or supplements thereto.
We are not offering any Private Placement Warrants or shares of Class A Common Stock for sale under this prospectus supplement, and we will not receive any of the proceeds from the sale or other disposition of the securities offered hereby.
Investing in our securities involves risks. You should carefully consider the risks described under “Risk Factors” in our most recent Annual Report on Form10-K and in any subsequently filed Quarterly Reports on Form10-Q or Current Reports on Form8-K (which documents are incorporated by reference in the Prospectus), as well as the other information contained or incorporated by reference in the Prospectus or in any prospectus supplement thereto before making a decision to invest in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 27, 2019.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is being filed to amend and supplement the information that appears under the caption “Selling Securityholders” in the Prospectus to reflect the results of anin-kind distribution made by TPG Pace Energy Sponsor, LLC (“TPG Sponsor”) to its members of all Private Placement Warrants and shares of Class A Common Stock previously held directly by TPG Sponsor (the “Distribution”). The members of TPG Sponsor who received securities in the Distribution are being added as selling securityholders in the table below and the securities previously held by TPG Sponsor are reflected in the holdings of the recipients of the Distribution. Except for the information presented herein, the Prospectus is not otherwise modified, supplemented or altered in any way. Capitalized terms that are not defined in this prospectus supplement are defined in the Prospectus.
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SELLING SECURITYHOLDERS
The information appearing under the heading “Selling Securityholders” in the Prospectus is hereby amended and supplemented to reflect the Distribution, including (i) to substitute the transferee holders listed below for TPG Sponsor and Other Stockholders, each as set forth in the table under the heading “Selling Securityholders” in the Prospectus, and (ii) to modify the number of securities beneficially owned by Stephen Chazen, our President, Chief Executive Officer and Chairman of the Board of Directors, to reflect the Private Placement Warrants and shares of Class A Common Stock received by him in the Distribution. The number and percentage of Private Placement Warrants and shares of Class A Common Stock beneficially owned by the selling securityholders listed below is presented as of February 27, 2019, and is based upon information provided to us by such selling securityholders for use in this prospectus supplement. The information presented in the table is based on 156,332,733 shares of Class A Common Stock and 31,666,650 of our warrants (including the Private Placement Warrants), each outstanding as of February 26, 2019.
Name of selling | Warrants Beneficially Owned Prior to Offering | Warrants Available Pursuant to this Prospectus | Warrants Beneficially Owned After Offering | Percentage of Warrants Beneficially Owned After Offering | Class A Common Stock Beneficially Owned Prior to Offering(1) | 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(1) | ||||||||||||||||||||||||
TPG Pace Energy Sponsor, LLC(4) | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Other Stockholders(3) | — | — | — | — | 965,000 | 965,000 | — | — | ||||||||||||||||||||||||
TPG Pace Energy Sponsor Successor, LLC(4) | 5,083,420 | 5,083,420 | — | — | 13,262,642 | 13,262,642 | — | — | ||||||||||||||||||||||||
Stephen Chazen(5) | 2,651,952 | 2,500,000 | 151,952 | * | 8,462,235 | 8,022,500 | 439,735 | * | ||||||||||||||||||||||||
Miller Creek Investments, LLC(6) | 1,408,290 | 1,408,290 | — | — | 3,771,729 | 3,771,729 | — | — | ||||||||||||||||||||||||
Peterson Capital Partners, L.P. | 1,008,290 | 1,008,290 | — | — | 2,728,129 | 2,728,129 | — | — | ||||||||||||||||||||||||
| * | Less than one percent. |
| (1) | Includes the shares of Class A Common Stock issuable upon the exercise of outstanding warrants held by the applicable selling securityholder. |
| (2) | Represents the number of shares being registered on behalf of the selling securityholder pursuant to this prospectus supplement, which may be less than the total number of shares held by the selling securityholder. |
| (3) | Includes 19 other stockholders not otherwise listed in the Prospectus or this prospectus supplement. Several of these stockholders have served in the past as employees of the Company and may be affiliated with the Company as a result of former or current employment and business relationships with TPG Global, LLC, or its affiliates. Three of the stockholders currently serve on the Board of Directors, and one other stockholder served on the Board of Directors from May 2017 to July 2018. One of the stockholders is currently an employee of the Company. |
| (4) | TPG Pace Energy Sponsor Successor, LLC is the successor in interest to all rights that TPG Sponsor has under the Stockholders Agreement. |
| (5) | Mr. Chazen is our President, Chief Executive Officer and Chairman of the Board of Directors. |
| (6) | Mr. MacDougall, a member of our Board of Directors, owns 100% of the membership interests in Miller Creek Investments, LLC. |
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