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    Magnolia Oil & Gas Corporation filed SEC Form 8-K: Financial Statements and Exhibits

    11/12/24 4:06:50 PM ET
    $MGY
    Oil & Gas Production
    Energy
    Get the next $MGY alert in real time by email
    false 0001698990 0001698990 2024-11-12 2024-11-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT
    Pursuant to Section 13 or 15(d)
    of the Securities Exchange Act of 1934

    Date of report (Date of earliest event reported): November 12, 2024

     

     

    Magnolia Oil & Gas Corporation
    (Exact name of registrant as specified in its charter)

     

    Delaware

    (State or other jurisdiction

    of incorporation)

    001-38083

    (Commission
    File Number)

    81-5365682
    (I.R.S. Employer
    Identification Number)

     

    Nine Greenway Plaza, Suite 1300

    Houston, Texas 77046

    (Address of principal executive offices, including zip code)

     

    (713) 842-9050
    Registrant’s telephone number, including area code

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    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 13(a) of the Exchange Act. ¨

     

    Securities registered pursuant to section 12(b) of the Act:

     

    Title of each class Trading Symbol(s) Name of each exchange on which registered
    Class A Common Stock, par value $0.0001 Per Share MGY New York Stock Exchange

     

     

     

     

     

     

    Item 8.01 Other Events.

     

    On November 12, 2024, Magnolia Oil & Gas Operating LLC (“Magnolia”) and Magnolia Oil & Gas Finance Corp. (“Finance Corp.” and, together with Magnolia, the “Issuers”), issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that the Issuers have priced the previously announced private offering of $400 million in aggregate principal amount of 6.875% senior unsecured notes due 2032 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     

    The information contained in this Current Report on Form 8-K, including Exhibit 99.1, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes in the offering or any other securities of the Issuers, and none of such information shall constitute an offer, solicitation or sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit    
    Number   Description
    99.1   Press Release, dated November 12, 2024
         
    104   Cover Page Interactive Data File (formatted as Inline XBRL)

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      MAGNOLIA OIL & GAS CORPORATION
       
    Date: November 12, 2024 By: /s/ Timothy D. Yang
      Name: Timothy D. Yang
      Title: Executive Vice President, General Counsel, Corporate Secretary and Land

     

     

     

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