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EX-99.1 - EX-99.1 - Magnolia Oil & Gas Corpd606200dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 16, 2018

 

 

Magnolia Oil & Gas Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38083   81-5365682
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

1001 Fannin, Suite 400

Houston, Texas 77002

(Address of principal executive offices, including zip code)

(713) 842-9050

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 8.01.

Other Information.

This Current Report on Form 8-K includes unaudited pro forma condensed combined consolidated financial information of Magnolia Oil & Gas Corporation (the “Company”) for the year ended December 31, 2017 and as of and for the six months ended June 30, 2018, together with the notes thereto, attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit

No.

  

Description

99.1    Unaudited pro forma condensed combined consolidated financial information of the Company for the year ended December 31, 2017 and as of and for the six months ended June 30, 2018, together with the notes thereto.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    MAGNOLIA OIL & GAS CORPORATION
Date: August 16, 2018    
    By:   /s/ Christopher Stavros
    Name:   Christopher Stavros
    Title:   Executive Vice President, Chief Financial Officer and Secretary