HOUSTON, jULY 20 — Magnolia Oil & Gas Corporation (NYSE: MGY) (“Magnolia” or “the Company”) announced today that the Company has entered into a definitive purchase agreement to acquire WildFire Energy (“WildFire”) for approximately $4.06 billion, inclusive of WildFire’s debt and subject to customary purchase price adjustments (the “Acquisition”). The Acquisition has been unanimously approved by Magnolia’s board of directors.
“The acquisition of the WildFire oil and gas properties and acreage is a natural and strategic fit and most notably, it makes our business better by extending our runway of advantaged profitability and significant free cash flow generation,” said Magnolia’s Chairman, President and CEO Chris Stavros. “This transaction is the culmination of our extensive subsurface understanding, experience, and the demonstration of our proven resource capture in the Giddings field. With more than 1.25 million net acres and upside development opportunities across multiple benches including the Austin Chalk, Eagle Ford and Woodbine, this transaction creates a premier position in South Texas by combining two high-quality and complementary assets near Gulf Coast markets which offer premium pricing for our products. As we are acquiring a large position with similar financial and operating characteristics that we understand well, importantly this allows Magnolia to continue to execute on its differentiated and successful business model.
“The combination of our technical understanding of Giddings and our strong balance sheet put us in a unique position to execute on larger M&A in our own backyard. WildFire is not only a hand in glove fit for Magnolia, but it also offers unmatched benefits while meeting several important characteristics we look for – focused, high-quality assets with concentrated scale, a low capital reinvestment rate providing moderate production growth, high operating margins, and steady free cash flow allowing for consistent and significant shareholder returns. WildFire has a large, low-decline oily PDP base with historic development centered on the Eagle Ford. While there are significant future Eagle Ford development opportunities, our technical teams see extensive future potential in the Austin Chalk with further upside in the Woodbine as well as other appraisal opportunities that should expand on our success in Giddings since 2018.
“Together with the acquired WildFire assets, Magnolia’s adjacent and overlapping acreage creates a larger, contiguous position with additional infrastructure benefits, estimated to provide at least $100 million in cost savings and annual synergies that enhance our free cash flow. We expect the transaction to be immediately and highly accretive to our key per share financial metrics including cash flow, free cash flow and earnings, in addition to enhancing our D&C capital reinvestment rate. Our strong confidence in the high-quality and capability of the WildFire assets and higher free cash flow generation supports improved shareholder returns driving an immediate increase of 9 percent in our quarterly dividend to 18 cents per share, payable in the third quarter of this year. The combination of these two high-quality businesses improves our position for sustained growth, strengthens our financial returns, and increases our dividend-per-share payout capacity, creating improved long-term value for our shareholders.”
Strategic, Operational and Financial Benefits
- Acquisition Maintains Magnolia’s Differentiated, Proven and Highly Investable Business Model – The transaction supports and reinforces Magnolia’s business model, which is unchanged. On a pro forma basis, the Company plans to limit capital spending to 55 percent of annual adjusted EBITDAX, which is expected to deliver moderate total company and oil production growth on an annual basis with high pre-tax operating margins. Magnolia’s continued disciplined approach toward capital spending should generate consistent and significant amounts of free cash flow, a substantial amount of which will be returned to shareholders. This includes the continued payment of our safe, sustainable and growing dividend and ongoing share repurchases of at least 1 percent of our outstanding shares per quarter. The increase in Magnolia’s debt to execute the transaction should be viewed as temporary as our significant free cash flow generation above the Company’s shareholder return program allows for a swift and steady reduction of leverage and in-line with Magnolia’s conservative financial policy.
- Strong Fit and Overlap Enhances our Giddings Asset with Unmatched High-Quality Concentration of Scale and Duration – The Acquisition adds approximately 810,000 net acres in Giddings, further strengthening Magnolia’s already significant development inventory in this area. Magnolia’s pro forma position in Giddings now totals more than 1.25 million net acres (1.55+ million gross acres) creating a premier position of concentrated scale and expanding our high-quality resource development opportunities across the Austin Chalk, Eagle Ford and Woodbine formations while allowing for capture of further operational efficiencies.
- High-Margin, Low-Decline Production – The acquired assets contribute approximately 53,000 Boe/d of production, with an oil weighting of roughly 70 percent with a relatively low and attractive 29 percent base oil decline rate. These oily assets generate strong cash operating margins with access to premium Gulf Coast pricing while enhancing free cash flow generation and lowering our corporate reinvestment rate.
- Immediately and Highly Accretive to Key Financial Metrics – Magnolia expects the transaction to be immediately and highly accretive to our key per share financial metrics including cash flow, free cash flow and earnings, in addition to enhancing corporate operating margins and our D&C capital reinvestment rate.
- Meaningful Synergies – The Company expects to realize greater than $100 million in annual synergies and cost savings through development and operational efficiencies, as well as reduced pro forma corporate general and administrative (G&A) expenses. The estimated net present value of these synergies is approximately $700 million. Operational enhancements include longer lateral development, application of Magnolia’s extensive subsurface knowledge and drilling and completion expertise, shared facilities and infrastructure, supply chain and logistics pricing, and streamlined field operations that eliminate overlap.
- Significant Infrastructure Included – Included in the transaction is a sand mine that supplies approximately 80 percent of Magnolia’s annual sand consumption, inclusive of 100 percent of WildFire’s sand requirements together with other third-party sand sales. Additionally, over 500 miles of gas gathering pipelines in Giddings are included in the transaction further benefiting operating margins.
- Enhanced Free Cash Flow Supports Improved and Consistent Strong Shareholder Returns – Strong free cash flow accretion from the transaction and our confidence in the high-quality and capability of the assets leads to an immediate 9 percent increase in the quarterly dividend to $0.18 per share from $0.165 per share, payable in the third quarter of 2026. In addition to the increase in our regular quarterly dividend, Magnolia will maintain its ongoing program of share repurchases of at least 1 percent of the outstanding shares per quarter.
Magnolia Second Quarter 2026 Operations Update
Magnolia’s second quarter total production averaged 106.1 Mboe/d with oil production of 41.9 Mbo/d. D&C capital for the second quarter was $125 million, and the Company ended the quarter with $296 million of cash on the balance sheet. Based on Magnolia’s strong second quarter production, the Company is increasing its full year 2026 annual production growth guidance (Magnolia standalone) to 6 percent from 5 percent.
Further details on the impact of the Acquisition to Magnolia’s 2026 production and capital spending will be provided after closing, which is expected to occur late in the third quarter of 2026.