Each one in plain English, with the numbers worked through for a shareholder.
10 July 2019securities registration● Neutral
Magnolia filed a prospectus supplement updating its selling securityholder table after TPG Pace Energy Sponsor Successor distributed its warrants and shares to members, who then exchanged their warrants in the tender offer. Magnolia sold nothing and received no proceeds.
24 June 2019security holder rights change● Neutral
The amendment added the tax analysis, backed by an opinion filed as an exhibit, and it covers holders who do nothing as well as those who tender: if the warrant amendment passes, warrants left outstanding are treated as deemed exchanged for the amended ones, which can be a taxable event for a holder who never took the offer.
Magnolia offered warrant holders 0.29 Class A shares for each warrant tendered, and paired it with a consent solicitation: approve an amendment to the warrant agreement and the company can force every remaining warrant into shares at 0.261 - deliberately a tenth less - leaving no warrants outstanding. Holders who sit out have no appraisal rights and face a warrant that may lose its NYSE listing once most of the class is gone.
7 June 2019security holder rights change● NeutralMajor
Launched a tender offer and consent solicitation asking public/private warrant holders to exchange each warrant for 0.29 shares of Class A stock (or 0.261 shares if holders instead approve an amendment letting the company force conversion) -- a warrant cleanup left over from the 2017 SPAC IPO.
Magnolia Oil & Gas Corp shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Magnolia filed a prospectus supplement updating its selling securityholder list after TPG Pace Energy Sponsor distributed its private placement warrants and Class A shares to its members. The company is not selling any securities and will receive no proceeds.
Encompass Capital Advisors LLC, Encompass Capital Partners LLC, Todd J. Kantor reported a Magnolia Oil & Gas Corp shareholding of 4,801,112 shares (3.10% of votes) in a periodic institutional filing.
OR Governors Lane Master Fund LP, OR Governors Lane LP, OR Governors Lane Fund General Partner, OR Isaac Corre reported no remaining Magnolia Oil & Gas Corp shareholding in its periodic institutional filing.
Integrated Assets II LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd, Cognizant Holdings, Ltd, Integrated Assets, Ltd, Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC, Israel A. Englander reported a Magnolia Oil & Gas Corp shareholding of 4,629,887 shares (3.00% of votes) in a periodic institutional filing.
Adage Capital Partners and related filers reported holding 325,331 Magnolia Class A shares plus warrants over 516,666 more (0.54%), indicating they had fallen below the 5% reporting threshold.
David Bonderman, James G. Coulter reported a Magnolia Oil & Gas Corp shareholding of 13,630,642 shares (8.40% of votes) in a periodic institutional filing.