Item 8.01 Other Events.
On
In connection with the Offering, the Company agreed to purchase from certain of
the Selling Stockholders an aggregate of 2,000,000 units of
The Offering and the Concurrent Unit Purchase closed on
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriter may be required to make because of any of those liabilities.
The Underwriter and its respective affiliates are full service financial
institutions engaged in various activities, which may include sales and trading,
commercial and investment banking, advisory, investment management, investment
research, principal investment, hedging, market making, brokerage activities and
other financial and non-financial activities and services. As more fully
described under the caption "Underwriting" in the Prospectus Supplement, the
Underwriter and its respective affiliates may in the future provide a variety of
these services to the Company and to persons and entities with relationships
with the Company for which they would receive customary fees and expenses.
Following the Offering, the Selling Stockholders collectively own approximately
14% of the total outstanding shares of the Company's common stock and have
certain other contractual rights and obligations with the Company, as more fully
described in the Company's Annual Report on Form 10-K for the year ended
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated as ofNovember 3, 2022 , by and amongMagnolia Oil & Gas Corporation , the selling stockholders andJ.P. Morgan Securities LLC . 5.1 Opinion ofKirkland & Ellis LLP . 23.1 Consent ofKirkland & Ellis LLP (included as part of Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (formatted as inline XBRL).
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