History
A 2017 blank-cheque company became Magnolia Oil & Gas by buying EnerVest's Eagle Ford assets in 2018, then grew through bolt-ons and, in 2026, a $2.65 billion WildFire deal.
2017-2018: A shell goes shopping
The company began as TPG Pace Energy Holdings Corp, a special purpose acquisition company (SPAC), a listed shell that raises money to buy a business later. The New York Stock Exchange certified its securities for listing on 4 May 2017, and on 10 May it completed its IPO of 65,000,000 units at $10 each, including a partial over-allotment.
On 20 March 2018 it agreed to buy EnerVest affiliates' Karnes County and Giddings Field assets in the Eagle Ford. A draft proxy on 10 May set out the price: about $308 million in cash plus up to $47 million of earnout for Giddings, about $2.09 billion for Karnes County (at least $610 million in cash, the rest in stock, plus up to 13,000,000 earnout shares over five years), and $25 million cash for Ironwood. It also proposed a new Class B stock, a rise in authorised Class A shares from 200 million to 1.3 billion, a 35.5 million-share private placement and a rename to Magnolia Oil & Gas. The final proxy on 2 July set the vote for 17 July, and public holders could redeem their shares for cash from the IPO trust account.
2018: The deal closes
To fund the cash, the company launched a $400 million senior notes offering on 10 July and priced it on 17 July, shortly before the vote. The purchase closed on 31 July 2018. The company stopped being a shell and became Magnolia Oil & Gas. The cash came from a 35.5 million-share private placement, a new Citibank-led revolving credit facility and the notes. The sellers received 31.8 million Class A and 83.9 million exchangeable Class B shares, giving them 49.9% of the company. The exchange filed on 2 August to remove a class of securities from listing.
On 20 August Magnolia agreed to buy substantially all of Harvest Oil & Gas's South Texas assets for cash plus 4.2 million new Class A shares.
2019-2020: Bolt-ons and cleanup
On 6 May 2019 Magnolia agreed to buy more Eagle Ford and Austin Chalk assets for cash plus 3,054,662 new shares. On 7 June it launched a tender offer asking holders of the 2017 IPO warrants to swap each for 0.29 Class A shares, or 0.261 if holders approved an amendment letting the company force conversion. The exchange filed another delisting notice on 25 July 2019.
On 3 August 2020 Magnolia gave notice ending its Services Agreement with EnerVest Operating, an affiliate of EnerVest, which held about 47.8% of the stock. The agreement had cost $20 to $23.6 million a year plus per-well overhead for running field and back-office operations. Magnolia took those operations in-house.
2021-2026: Refinancing and WildFire
The record is quiet until November 2024. On 13 November Magnolia amended its reserve-based revolving credit facility, with commitments up to $1.5 billion, an initial borrowing base of $800 million and maturity in November 2029. On 26 November it closed a $400 million offering of 6.875% senior notes due 2032.
On 20 July 2026 Magnolia agreed to buy WildFire Intermediate Holdings, the Karnes County, Eagle Ford operator owned by WildFire Energy, for $2.65 billion in cash plus 32,203,000 Magnolia shares, and to assume $600 million of WildFire's 7.5% notes due 2029. It was by far its largest acquisition since 2018 and was subject to antitrust clearance. On 5 August it closed a $500 million offering of 6.625% senior notes due 2034 to help fund it. At that date the deal was still pending, and the latest share count was 236,968,592.
Written from the 18 story beats below (2017 to 5 Aug 2026), which come from the company's own announcements and filings.