TPG Pace Energy Holdings Corporation

PROPOSED BUSINESS COMBINATION

ESTIMATED CURRENT FUNDS in TRUST: $654.9 Million

CURRENT PER SHARE REDEMPTION PRICE:

ENTERPRISE VALUE: $2.66 Billion

TPG Pace Energy Holdings proposes to acquire the oil and gas assets within EnerVest’s South Texas Division for approximately $2.66 billion in cash and stock. As part of the transaction, TPGE and EnerVest are partnering to create Magnolia Oil & Gas Corporation (“Magnolia”), a new company led by Chazen who will serve as Magnolia’s full-time Chairman, President and CEO. EnerVest will retain a significant ownership stake in Magnolia.

Highlights

• Formation of Magnolia creates a large-scale, oil-weighted, pure-play South Texas independent oil and gas operator
• Assets include top-tier positions in the Eagle Ford and Austin Chalk in the core of Karnes County and an extensive position in the Giddings Field, an emerging high-growth Austin Chalk play
• Approximately 360,000 total net acres in South Texas, which consists of approximately 14,000 net acres in one of the most prolific sections of Karnes County and 345,000 net acres in the emerging, high-growth potential Giddings Field.
• Approximately 40,000 boe per day of current net production with 31,000 boe per day in Karnes County and 9,000 boe per day in Giddings Field
• Total production base is 62% oil and 78% liquids
• Industry leading all-in-cost and full cycle economics in Karnes County with break-evens in the low $30’s per barrel
• Estimated new well paybacks of less than one year in both Karnes County and Giddings Field
• Strong financial profile with low leverage, strong liquidity and substantial cash flow generation after capital requirements of the planned rig program
• Estimated 2018 EBITDA of $513 million and approximately $240 million of estimated 2018 free cash flow after capital investment2
• Industry leading 10% free cash flow yield3. Very low leverage (0.6x 2018 estimated EBITDA) and more than $500 million of initial liquidity
  Transaction Details
• TPGE Chairman and CEO Steve Chazen will lead Magnolia on a full-time basis and reunite with another Occidental Petroleum veteran, Christopher Stavros, who will become CFO
• The obligations of the applicable parties to consummate the business combination are subject to a number of customary conditions, including, among others:
  • The Company having at least $610 million of Available Cash.

Credit Suisse Securities (USA) LLC acted as financial advisor to TPGE, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. acted as capital markets advisors to TPGE. Citigroup acted as financial advisor and capital markets advisor to EnerVest.