Magnolia Oil & Gas (MGY) M&A announcement summary

Deal rationale and strategic fit

• Acquisition creates a dominant operator in the Eagle Ford/Austin Chalk, consolidating over 1.25 million contiguous net acres and enhancing resource optionality in South Texas.

• Expands scale, making the combined entity the largest acreage holder and a top oil producer in the region.

• Leverages technical expertise and proven resource capture for high-return, profitable growth and significant free cash flow.

• Assets are highly complementary, enabling operational efficiencies and resource optionality.

• Acquisition is a bolt-on transaction, consistent with a disciplined M&A strategy focused on strategic fit and capital competitiveness.

Financial terms and conditions

• Purchase price is approximately $4.06 billion, funded with a mix of cash, 32.2 million shares of Class A common stock, and assumption of $600 million in notes due 2029.

• Committed financing secured, with an amended and increased secured credit facility to a $2 billion borrowing base and $1.75 billion in elected commitments.

• Board of Directors unanimously approved the acquisition, with closing anticipated late in the third quarter of 2026.

Synergies and expected cost savings

• Annual cost savings and value-added synergies of at least $100 million expected by end of 2027, with a present value of $700 million.

• Synergies primarily from drilling, completions, facilities, field operations, and reduced G&A expenses.

• Infrastructure benefits include a local sand mine, shared infrastructure, and over 500 miles of gas gathering pipelines.

• Early progress anticipated in corporate G&A and field operations, with near full run-rate savings by mid-2027.