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Get filing alertsMagnolia closes $500M senior notes at 6.625% to fund WildFire acquisition
Filed August 5, 2026 · Period ending August 5, 2026 · ~1 min read
Key Changes
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Closed $500M of 6.625% senior notes due 2034 on August 5, 2026, to fund the WildFire Intermediate Holdings acquisition alongside equity proceeds, credit facility borrowings, and cash on hand.
Item 1.01 verify on EDGAR → -
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Must redeem all notes at par plus accrued interest if the WildFire acquisition does not close by March 19, 2027, or if Magnolia abandons the deal before that date.
Item 1.01 verify on EDGAR → -
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Can redeem up to 40% of notes at 106.625% of par using equity offering proceeds before August 15, 2029, if at least 50% of original notes remain outstanding and redemption occurs within 180 days of the equity raise.
Item 1.01 verify on EDGAR → -
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Noteholders can require repurchase at 101% of par plus accrued interest upon certain change of control events.
Item 1.01 verify on EDGAR → -
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Notes are general unsecured senior obligations with semi-annual interest payments starting February 15, 2027, guaranteed by parent entities.
Item 1.01 verify on EDGAR →
Summary
Magnolia Oil & Gas closed a $500 million senior notes offering on August 5, 2026, carrying a 6.625% coupon and maturing in 2034. The proceeds, combined with equity raised in late July, credit facility borrowings, and cash on hand, will fund the company's acquisition of 100% of WildFire Intermediate Holdings.
The financing structure ties the debt directly to the pending M&A transaction through a mandatory redemption provision: if the WildFire deal does not close by March 19, 2027, or if Magnolia abandons it beforehand, the company must redeem all outstanding notes at par plus accrued interest. This protects noteholders from being left with acquisition debt if the transaction fails.
The notes include standard flexibility provisions. Before August 2029, Magnolia can redeem up to 40% of the notes at a 6.625% premium using equity offering proceeds, provided at least half the original notes remain outstanding and the redemption occurs within 180 days of the equity raise. Noteholders also have change of control protection, allowing them to require repurchase at 101% of par if ownership changes materially. The notes are unsecured senior obligations guaranteed by parent entities, with semi-annual interest payments beginning February 2027. For equity holders, the financing completes the capital structure for a significant acquisition while creating a near-term execution deadline tied to debt redemption.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by Item 2.03 relating to the New Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above an
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify 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, which closed on July 22, 2026, borrowings under Magnolia Operating’s 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 $500 million in note proceeds, combined with equity offering proceeds from July 22, 2026, credit facility borrowings, and cash on hand, will fund Magnolia's acquisition of 100% of WildFire Intermediate Holdings. This represents a significant M&A transaction requiring multiple financing sources.
Added in current filing · verify on EDGAR →
If the Issuers experience certain kinds of changes of control, each holder of the New Notes may require the Issuers to repurchase all or a portion of its New Notes for cash at a price equal to 101% of the aggregate principal amount of such New Notes, plus accrued and unpaid interest, if any, to the date of repurchase.
Noteholders have the right to require Magnolia to repurchase their notes at 101% of par plus accrued interest if certain change of control events occur. This standard protection ensures investors can exit at a premium if the company's ownership structure changes materially.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 6, 2026 · How we verify