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NYSE: MGY Magnolia Oil & Gas Corp 8-K

Magnolia prices $500M 6.625% senior notes to help fund WildFire acquisition

Filed July 22, 2026 · Period ending July 22, 2026 · ~1 min read

3 key changes 2 high relevance 1 section

Key Changes

  • high

    Priced $500M of 6.625% senior unsecured notes due 2034 in a private offering to qualified institutional buyers, expected to close August 5, 2026.

  • high

    Proceeds will combine with equity offering proceeds (closed July 22), revolver borrowings, and cash to fund the acquisition of 100% of WildFire Intermediate Holdings, LLC.

    Exhibit 99.1 view on EDGAR →
  • medium

    Notes are unsecured obligations of Magnolia Operating and Finance Corp., a subsidiary, maturing in 2034.

Summary

Magnolia Oil & Gas priced a $500 million senior unsecured notes offering at 6.625%, maturing in 2034, to help fund its acquisition of WildFire Intermediate Holdings. The notes offering, expected to close August 5, 2026, follows an equity offering that closed July 22, 2026. Together with revolver borrowings and cash on hand, these proceeds will fund the full cash consideration for the WildFire acquisition.

The 6.625% coupon reflects the cost of unsecured debt capital for this E&P company. The notes are obligations of Magnolia Operating and its subsidiary Finance Corp., not the parent corporation. The multi-source financing structure—combining equity, debt, and credit facility draws—indicates a sizable acquisition that required layered capital raising.

Section-by-Section Diff

Event · Exhibit 99.1

2 Added
Added Use of proceeds for WildFire acquisition high

Added in current filing · view on EDGAR →

The Issuers intend to use the net proceeds from the Notes Offering, together with proceeds from the offering of Class A common stock by Magnolia Oil & Gas Corporation (“Magnolia”), which closed on July 22, 2026, borrowings under our revolving credit facility and cash on hand, to fund the cash consideration payable by us in our acquisition of 100% of the issued and outstanding limited liability company interests of WildFire Intermediate Holdings, LLC from WildFire Energy I LLC (the “Pending Acquisition”).

The net proceeds from the notes offering will be combined with proceeds from a Class A common stock offering that closed July 22, 2026, revolving credit facility borrowings, and cash on hand to fund the acquisition of 100% of WildFire Intermediate Holdings, LLC. This represents a significant capital deployment for an acquisition.

Added Expected closing date medium

Added in current filing · view on EDGAR →

The closing of the Notes Offering is expected to occur on August 5, 2026, and is conditioned upon the satisfaction of customary closing conditions.

The notes offering is expected to close on August 5, 2026, subject to customary closing conditions. This provides a specific timeline for when the company will receive the proceeds.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 28, 2026 · How we verify