UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Magnolia Oil & Gas Corporation
(Name of Subject Company and Filing Person (Issuer))
Warrants to Purchase Ordinary Shares
(Title of Class of Securities)
559663 117
(CUSIP Number of Class of Securities)
Timothy D. Yang
Executive Vice President, General Counsel and Corporate Secretary
Magnolia Oil & Gas Corporation
Nine Greenway Plaza, Suite 1300
Houston, Texas 77046
(713) 842-9050
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
Douglas E. McWilliams
Sarah K. Morgan
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, TX 77002
Tel: (713)758-2222
CALCULATION OF FILING FEE
Transaction Valuation(1) | Amount of Filing Fee | |
$83,283,290 | $10,094(2) | |
(1) | The transaction valuation is estimated solely for purposes of calculating the amount of the filing fee. Magnolia Oil & Gas Corporation (the “Company”) is offering holders of a total of 31,666,650 warrants issued by the Company (representing 21,666,650 public warrants (the “Public Warrants”) and 10,000,000 private warrants (the “Private Warrants”)) and outstanding as of June 6, 2019 (collectively, the “Warrants”) the opportunity to exchange such Warrants for shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), by tendering one warrant for 0.29 shares of Class A Common Stock. The transaction value was determined by using the average of the high and low prices of the Public Warrants as reported on the NYSE on June 6, 2019, which was $2.63. |
(2) | This fee was previously paid in connection with the initial filing of this Schedule TO on June 7, 2019. |
☒ | Check the box if any part of the fee is offset as provided by Rule0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $12,032 | Filing Party: Magnolia Oil & Gas Corporation | |
Form or Registration No.: FormS-4 (Registration No. 333-232003) | Date Filed: June 7, 2019 |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule14d-1. |
☒ | issuer tender offer subject to Rule13e-4. |
☐ | going-private transaction subject to Rule13e-3. |
☐ | amendment to Schedule 13D under Rule13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Magnolia Oil & Gas Corporation (“Magnolia,” the “Company,” “us” or “we”), a Delaware corporation, with the Securities and Exchange Commission (the “SEC”) on June 7, 2019 (as amended, the “Schedule TO”). The Schedule TO was filed pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to its warrant holders described in the Schedule TO to receive 0.29 shares of Class A common stock, par value of $0.0001 per share (the “Class A common stock”), of the Company in exchange for every outstanding Warrant of the Company tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer was made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, dated July 3, 2019 (the “Prospectus/Offer to Exchange”), a copy of which was filed as Exhibit (a)(1)(A), and in the related Letter of Transmittal and Consent, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.
This Amendment No. 3 is being filed to report the final results of the Offer.
Except as specifically provided herein, the information contained in the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent remains unchanged, and this Amendment No. 3 does not modify any of the other information previously reported on the Schedule TO or in the Prospectus/Offer to Exchange or the Letter of Transmittal and Consent. You should read Amendment No. 3 together with the Schedule TO (including all prior amendments thereto), the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
The Offer expired at 11:59 p.m., Eastern Daylight time, on July 5, 2019. The Company has been advised that 31,493,089 Warrants, including approximately 99.2% of the outstanding Public Warrants and 100% of the Private Warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company expects to accept all validly tendered Warrants for exchange and settlement on July 10, 2019. Pursuant to the terms of the Offer, the Company expects to issue an aggregate of approximately 9,132,995 shares of Class A Common Stock in exchange for such Warrants. In addition, pursuant to the Consent Solicitation, the Company received the approval of greater than a majority of each of the outstanding Public Warrants and Private Warrants to approve the Warrant Amendment. As such, the Company expects to execute the Warrant Amendment concurrently with the settlement of the Offer.
On July 8, 2019, the Company issued a press release announcing the final results of the Offer as set forth above. A copy of the press release is filed as Exhibit (a)(7) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
MAGNOLIA OIL & GAS CORPORATION | ||
By: | /s/ Timothy D. Yang | |
Timothy D. Yang | ||
Executive Vice President, General Counsel and Secretary |
Dated: July 8, 2019
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