Magnolia Oil & Gas agreed to acquire WildFire Intermediate Holdings from WildFire Energy I for $2.65 billion in cash, 32,203,000 shares, and the assumption of $600 million of 7.500% Senior Notes due 2029. The deal, backed by a $200 million deposit and contingent on HSR clearance, is paired with new financing arrangements, including a $2.25 billion amended RBL with a $2.0 billion borrowing base and a $1.5 billion 364-day bridge loan commitment to ensure funding certainty. Magnolia will also grant registration rights with a 30-day lock-up for the shares issued to the seller. Together, these steps aim to expand Magnolia’s scale while maintaining financial flexibility.

Agreement 1: Magnolia Oil & Gas to Acquire WildFire Intermediate for $2.65B Cash Plus Stock, Assume $600M Notes

  • Agreement type: Purchase and sale agreement for 100% equity of WildFire Intermediate Holdings
  • Counterparty: WildFire Energy I
  • Signed / Effective: Jul 19 2026 / same
  • Reason: Expand scale and reserves through acquisition

Agreement 2: Magnolia Oil & Gas to Grant Registration Rights, 30-Day Lock-Up on Consideration Shares

  • Agreement type: Registration rights agreement for resale of equity consideration
  • Counterparty: WildFire Energy I

Agreement 3: Magnolia Oil & Gas Secures $2.25B Amended RBL, $2.0B Borrowing Base to Support Deal

  • Agreement type: Senior secured reserve-based revolving credit facility (amended and restated)
  • Counterparty: Citibank and other lenders
  • Signed / Effective: Jul 19 2026 / same
  • Duration / Termination: Up to 5 years, subject to notes maturity
  • Reason: Enhance liquidity and support acquisition financing

Agreement 4: Magnolia Oil & Gas Obtains $1.5B 364-Day Bridge Loan Commitment for Acquisition

  • Agreement type: 364-day senior unsecured bridge term loan facility commitment
  • Counterparty: Certain lenders
  • Signed / Effective: Jul 19 2026 / same
  • Duration / Termination: 364 days
  • Reason: Backstop financing for acquisition

Original SEC Filing:

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