Magnolia Oil & Gas (TPG Pace Energy) ^{Priced, NYSE: MGY}

We are a newly organized blank check company incorporated on February 14, 2017 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We intend to focus our search for a target business in energy or energy-related industries. We intend to capitalize on the ability of TPG and our management team to identify, acquire and operate a business in energy or energy related industries that is not operating at its full potential and could benefit from a hands-on lead shareholder who can identify and implement improvements. Even good companies can often under-perform their potential due to underinvestment, inefficient capital allocation, over-levered capital structures, excessive cost structures, incomplete management teams and/or business strategies that lack focus. Our management team has extensive experience in identifying and executing such full potential acquisitions and has done so successfully across the upstream, midstream, services, refining and chemicals sectors.