Business Context and Reporting Period
Company: Magnolia Oil & Gas Corp
Filing Type: Form 8-K (Current Report)
Date of Report: August 20, 2018
Event: Unregistered Sales of Equity Securities (Item 3.02)
Key Financial Metrics
This filing reports a specific transaction rather than periodic financial performance. The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period.
| Metric | Value |
|---|---|
| Transaction Consideration (Cash) | Approximately $135 million |
| Transaction Consideration (Equity) | 4.2 million newly issued Class A Common Stock shares |
| Target Assets | Substantially all South Texas assets of Harvest Oil & Gas Corp. |
Material Changes
The Company agreed to acquire assets from Harvest Oil & Gas Corp. This transaction represents a material change in the Company's asset base and capital structure, contingent upon customary closing conditions.
Guidance, Outlook, and Risks
- Transaction Status: The agreement is subject to customary closing conditions.
- Regulatory Exemption: The issuance of Class A Common Stock is expected to rely on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933.
- Outlook: The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard closing conditions.
Investor Verification Checklist
- Verify the final closing date and whether all customary conditions were met.
- Confirm the exact number of shares issued and the final valuation of the equity component.
- Review the definitive purchase agreement for details on the specific assets acquired from Harvest Oil & Gas Corp.
- Check subsequent filings for the impact of this acquisition on the Company's balance sheet and debt covenants.