| Item 3.03 | Material Modifications to Rights of Security Holders. |
On July 10, 2019, Magnolia Oil & Gas Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Warrant Agent”) entered into Amendment No. 1 (the “Warrant Amendment”) to the Warrant Agreement, dated as of May 4, 2017 (the “Warrant Agreement”), by and between the Company and the Warrant Agent. The Warrant Amendment amends the Warrant Agreement to provide the Company with the right to require the holders of the Company’s publicly traded warrants (the “Public Warrants”) and private warrants (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) to exchange their Warrants for shares of the Company’s Class A common stock, par value $0.0001 (“Class A common stock”), at an exchange ratio of 0.261 shares of Class A common stock for each Warrant. The Company has the right to require the exchange of not less than all of the Warrants at any time while such Warrants are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the registered holders of the outstanding Warrants not less than fifteen days prior to the date of exchange fixed by the Company.
The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 4.1 to this current report on Form8-K and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously disclosed in the definitive consent solicitation materials filed by the Company with the U.S. Securities and Exchange Commission on July 3, 2019, in connection with the Company’s offer to each holder of the Warrants to receive 0.29 shares of Class A common stock in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”), the Company solicited consents (the “Consent Solicitation”) from holders of each of the Public Warrants and the Private Warrants to approve the Warrant Amendment. The Offer and Consent Solicitation expired at 11:59 p.m. Eastern Daylight Time on July 5, 2019. A total of 31,509,226 Warrants, or approximately 99.3% of the 21,666,650 outstanding Public Warrants and 100% of the 10,000,000 outstanding Private Warrants, were properly tendered and not withdrawn in the Offer, and were therefore deemed to have consented to the Warrant Amendment. Because consents were received from holders of more than a majority of each of the Company’s Private Warrants and Public Warrants, the Warrant Amendment was approved.
On July 10, 2019, the Company issued a press release announcing the closing of the Offer and the Consent Solicitation. In connection with the closing, the Company issued 9,137,638 shares of Class A common stock in exchange for the Warrants tendered in the Offer, resulting in a total of 168,029,468 shares of Class A common stock outstanding as of July 10, 2019. The Company also announced that it intends to exchange all remaining untendered Warrants for shares of Class A common stock in accordance with the terms of the Warrant Agreement, as amended, on July 25, 2019.
A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
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