TPG Pace Energy Holdings Announces First Quarter 2018 Results of Target Assets

HOUSTON–(BUSINESS WIRE)–TPG Pace Energy Holdings Corp. (ÔÇ£TPGEÔÇØ) (NYSE: TPGE, TPGE.U, TPGE.WS),
an energy-focused special purpose acquisition entity led by former
Occidental Petroleum Corporation CEO Steve Chazen, today announced
certain financial and operating results for the first quarter of 2018
for the Karnes County and Giddings Field assets (the ÔÇ£Magnolia AssetsÔÇØ)
that TPGE is under definitive agreements to acquire from affiliates of
EnerVest, Ltd. (ÔÇ£EnerVestÔÇØ).

Magnolia Assets First Quarter 2018 Highlights(1):

• Operating revenue of $193.3 million
• Pro forma EBITDA(2) of $152.2 million
• Free cash flow(3) of $66.3 million
• Average daily net production of 45.7 Mboe/d (62% oil, 78% liquids)

TPGE Chairman and CEO, Steve Chazen, commented: ÔÇ£These strong results
were above our expectations for production and realized prices in the
first quarter of 2018 and confirm that the Magnolia Assets are an
excellent match with our desire to build a large scale company that
can generate steady production growth, strong pre-tax margins and
significant free cash flow. We are pleased with the outcome of the
production and capital program and look forward to future quarters.ÔÇØ

In the proposed transaction, TPGE expects to acquire the Magnolia
Assets, which represent substantially all of EnerVestÔÇÖs South Texas
division, to create Magnolia Oil & Gas Corporation (ÔÇ£MagnoliaÔÇØ).
EnerVest will receive a combination of cash and shares of MagnoliaÔÇÖs
common stock in the transaction and will retain a significant ownership
stake in Magnolia at closing, which is expected to occur once TPGEÔÇÖs
proxy statement with respect to the transaction has been delivered to
TPGEÔÇÖs shareholders, TPGEÔÇÖs shareholders have approved the transaction
and all other closing conditions have been met. Following closing,
MagnoliaÔÇÖs Class A common stock and warrants are expected to trade on
the NYSE under the ticker symbols ÔÇ£MGYÔÇØ and ÔÇ£MGY.WS,ÔÇØ respectively. The
transaction is structured as an asset purchase with an effective date of
January 1, 2018. A more complete description of the proposed transaction
can be found in TPGEÔÇÖs preliminary proxy statement, which was filed with
the Securities and Exchange Commission (the ÔÇ£SECÔÇØ) on May 10, 2018.
Copies of the definitive proxy statement, when available, can be
obtained free of charge through the methods described below.

The unaudited results of the Magnolia Assets for the first quarter of
2018 were as follows(1):

On March 20, 2018, the date that TPGE announced its proposed acquisition
of the Magnolia Assets, TPGE publicly released a set of investor
materials. Those investor materials included base case financial
projections made available to TPGEÔÇÖs board of directors in connection
with its evaluation of the proposed acquisition and included an oil
price sensitivity to the base case financial projections. The base case
financial projections assumed $58.00 / Bbl oil index price and $56.67 /
Bbl oil price realizations for 2018. In the first quarter of 2018, the
Magnolia Assets experienced $62.90 / Bbl oil index price and $63.96 /
Bbl oil price realization. The table below summarizes the base case
financial projections and oil price sensitivity cases for calendar year
2018, each of which has been previously disclosed, and provides a
comparison to the unaudited results of the Magnolia Assets for the first
quarter of 2018:

About Magnolia

Following completion of the proposed transaction, Magnolia will be a
publicly traded oil and gas exploration and production company with
South Texas operations in the core of the Eagle Ford. Magnolia will
focus on generating value for shareholders through steady production
growth and free cash flow. For more information, visit www.magnoliaoilgas.com.

About TPGE

TPGE is a $650 million special purpose acquisition company formed by TPG
Pace Group and former Occidental Petroleum Corporation CEO Steve Chazen
that went public on the NYSE in May of 2017. TPGE was formed with the
intent to build a large scale, focused oil and gas business with a
meaningful production base, strong free cash flow and a disciplined
financial return philosophy. Following its initial public offering, TPGE
began its search for attractive assets that would fit with Mr. ChazenÔÇÖs
operating approach and succeed as a public company with low leverage.
For more information, visit www.tpg.com/pace-energy.

About EnerVest

Houston-based EnerVest, founded in 1992, acquires, develops and operates
oil and gas fields in 14 states on behalf of its investors.

Forward-Looking Statements

The information in this press release includes ÔÇ£forward-looking
statementsÔÇØ within the meaning of Section 27A of the Securities Act of
1933, as amended (the ÔÇ£Securities ActÔÇØ), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of present or historical fact included in this press release,
including those regarding TPGEÔÇÖs ability to consummate the business
combination and MagnoliaÔÇÖs strategy, future operations, financial
position, projected costs, plans and objectives of management are
forward-looking statements. When used in this press release, the words
ÔÇ£could,ÔÇØ ÔÇ£should,ÔÇØ ÔÇ£will,ÔÇØ ÔÇ£may,ÔÇØ ÔÇ£believe,ÔÇØ ÔÇ£anticipate,ÔÇØ ÔÇ£intend,ÔÇØ
ÔÇ£estimate,ÔÇØ ÔÇ£expect,ÔÇØ ÔÇ£project,ÔÇØ the negative of such terms and other
similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying
words. These forward-looking statements are based on managementÔÇÖs
current expectations and assumptions about future events and are based
on currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law, TPGE
disclaims any duty to update any forward-looking statements, all of
which are expressly qualified by the statements in this section, to
reflect events or circumstances after the date of this press release.
TPGE cautions you that these forward-looking statements are subject to
all of the risks and uncertainties, most of which are difficult to
predict and many of which are beyond the control of TPGE, incident to
the development, production, gathering and sale of oil, natural gas and
natural gas liquids. In addition, TPGE cautions you that the
forward-looking statements contained in this press release are subject
to the following factors: (i) the occurrence of any event, change or
other circumstances that could delay the business combination or give
rise to the termination of the agreements related thereto; (ii) the
outcome of any legal proceedings that may be instituted against TPGE
following announcement of the transactions; (iii) the inability to
complete the business combination due to the failure to obtain approval
of the shareholders of TPGE, or other conditions to closing in the
transaction agreement; (iv) the risk that the proposed business
combination disrupts TPGEÔÇÖs current plans and operations as a result of
the announcement of the transactions; (v) MagnoliaÔÇÖs ability to realize
the anticipated benefits of the business combination, which may be
affected by, among other things, competition and the ability of Magnolia
to grow and manage growth profitably following the business combination;
(vi) costs related to the business combination; (vii) changes in
applicable laws or regulations; and (viii) the possibility that Magnolia
may be adversely affected by other economic, business, and/or
competitive factors. Should one or more of the risks or uncertainties
described in this press release, or should underlying assumptions prove
incorrect, actual results and plans could different materially from
those expressed in any forward-looking statements. Additional
information concerning these and other factors that may impact the
operations and projections discussed herein can be found in TPGEÔÇÖs
periodic filings with the SEC, including its Annual Report on Form 10-K
for the fiscal year ended December 31, 2017 and, when available, the
definitive proxy statement. TPGEÔÇÖs SEC filings are available publicly on
the SECÔÇÖs website at www.sec.gov.

Use of Projections

This press release contains previously disclosed projections for TPGE,
including with respect to its revenue and pro forma EBITDA, as well as
its production volumes. TPGEÔÇÖs independent auditors did not audit,
review, compile or perform any procedures with respect to the
projections for the purpose of their inclusion in the previously
disclosed presentation, and accordingly, did not express an opinion or
provide any other form of assurance with respect thereto. Those
projections were for illustrative purposes only and should not be relied
upon as being necessarily indicative of future results.

In this press release, certain of the above-mentioned projected
information has been repeated (in each case, with an indication that the
information is subject to the qualifications presented herein), for
purposes of providing comparisons with historical data. Each of the
assumptions and estimates underlying the projected information
throughout the press release are based on the data on Slides 18, 24-25
of the investor presentation furnished as Exhibit 99.2 to TPGEÔÇÖs Form
8-K filed with the SEC on March 20, 2018. The assumptions and estimates
underlying the projected information are inherently uncertain and are
subject to a wide variety of significant business, economic and
competitive risks and uncertainties that could cause actual results to
differ materially from those contained in the projected
information. Even if the assumptions and estimates are correct,
projections are inherently uncertain due to a number of factors outside
of TPGEÔÇÖs control. Accordingly, there can be no assurance that the
projected results are indicative of the future performance of TPGE after
completion of the transaction or that actual results will not differ
materially from those presented in the projected information. Inclusions
of the projected information in this press release should not be
regarded as a representation by any person that the results contained in
the projected information will be achieved.

Use of Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures,
including pro forma EBITDA, EBITDA margin and free cash flow of the
Magnolia Assets. TPGE believes these measures are useful because they
allow TPGE to more effectively evaluate the operating performance of the
Magnolia Assets and compare the results of the operations from period to
period and against its peers without regard to financing methods or
capital structure. TPGE does not consider these non-GAAP measures in
isolation or as an alternative to similar financial measures determined
in accordance with GAAP. The computations of these measures are not
comparable to other similarly titled measures of other companies. These
measures should not be considered as alternatives to, or more meaningful
than, financial measures determined in accordance with GAAP or as
indicators of operating performance.

No Offer or Solicitation

This press release is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities pursuant to the proposed business combination or otherwise,
nor shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information for Investors and Shareholders

In connection with the proposed business combination, TPGE has filed a
preliminary proxy statement with the SEC. The definitive proxy
statement, when available, and other relevant documents will be sent or
given to the shareholders of TPGE and will contain important information
about the proposed business combination and related matters. TPGE
shareholders and other interested persons are advised to read, when
available, the definitive proxy statement in connection with TPGEÔÇÖs
solicitation of proxies for the meeting of shareholders to be held to
approve the business combination because the proxy statement will
contain important information about the proposed business combination.
When available, the definitive proxy statement will be mailed to TPGE
shareholders as of a record date to be established for voting on the
business combination and certain other matters. Shareholders will also
be able to obtain copies of the definitive proxy statement, without
charge, once available, at the SECÔÇÖs website at www.sec.gov.
In addition, shareholders will be able to obtain free copies of the
definitive proxy statement by directing a request to: TPG Pace Energy
Holdings Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas
76102, Attn: Secretary. The information contained on, or that may be
accessed through, the websites referenced in this press release is not
incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

TPGE, EnerVest and their respective directors and officers may be deemed
participants in the solicitation of proxies of TPGEÔÇÖs shareholders in
connection with the proposed business combination and certain other
matters. TPGE shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors and
officers of TPGE in TPGEÔÇÖs preliminary proxy statement filed with the
SEC on May 10, 2018. Additional information will be available in the
definitive proxy statement when it becomes available.

Contacts

Contact for Magnolia
Mike Gehrig, 713 627-2223
[email protected]
or
Contact
for TPGE
Luke Barrett, 415 743-1550
[email protected]