Kirkland & Ellis and Troutman Pepper Locke advised on Magnolia Oil & Gas Corporation’s US$4.06 billion acquisition of WildFire Energy.
Magnolia Oil & Gas Corporation has entered into a definitive agreement to acquire WildFire Energy for approximately US$4.06 billion, inclusive of WildFire’s debt and subject to customary purchase price adjustments.
Under the terms of the transaction, WildFire’s owners will receive 32.2 million shares of Magnolia’s Class A Common Stock, with Magnolia also assuming US$600 million of WildFire’s outstanding notes due in 2029.
Magnolia intends to fund the balance of the consideration through a combination of cash on hand, debt financing and new common equity. The company has secured committed financing from JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc. And Wells Fargo Bank, N.A., and has amended and increased its secured credit facility to a US$2 billion borrowing base with US$1.75 billion of elected commitments, contingent upon completion of the transaction.
Kirkland & Ellis advised Magnolia Oil & Gas Corporation on the acquisition.
The Kirkland team included corporate lawyers David Castro Jr., R.J. Malenfant, Kyle Watson, Jacob Volz, Greg Kerr, Alex Lippert, Mohammad Alkadhem, Maysa Alqaisi, Matt Kim, Curtis French, Rachel Miller and Jerome Fuller; capital markets lawyers Michael Rigdon, Robbie Dillard, Samiya Javed, Kate Wilson, Will Burdick and Lauren Jones; debt finance lawyers Mary Kogut, Grant Gannon, Kaitlin Schock, Hope Rovner, Vincent Christianson and Anu Reddy; derivatives lawyer Brett Ackerman; transactional liability lawyer Anna Geml; real estate lawyers Roberto Miceli and Adam Amdur; environmental transactions lawyers Paul Tanaka, Max Anderson and Isaac Lawrence; tax lawyers Joe Tobias and Sarah Gehr; energy regulatory lawyers Damien Lyster and Ethan Borrasso; executive compensation lawyers Robert Fowler, Rebekah Kostelak and Kristen Tyler; employee benefits lawyer Maureen O’Brien; employment & labor lawyers Christie Alcala and Kaitlyn Hodgman; litigation lawyers Tabitha De Paulo and Will Atnipp; and antitrust & competition lawyers Michael Thorpe, Chuck Boyars and Mackenzie Pike.
Troutman Pepper Locke acted as legal adviser to WildFire Energy on the transaction.
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