SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the business combination and the Proposals to be considered at the special meeting, you should read this entire proxy statement carefully, including the annexes. See also the section entitled “Where You Can Find More Information.”

This proxy statement includes certain terms commonly used in the oil and natural gas industry, which are defined elsewhere in this proxy statement in “Glossary of Oil and Natural Gas Terms” set forth in Annex M.

Magnolia Oil & Gas Corporation

As discussed further herein, TPGE expects to acquire the Target Assets from the Sellers pursuant to the business combination. Unless the context otherwise requires, references herein to “we,” “us” or “our” relate, prior to the business combination, to the Target Assets as owned and operated by the Sellers and, following the business combination, to the Target Assets as owned and operated by Magnolia Oil & Gas Corporation, to which TPGE expects, pending approval of the Additional Charter Proposal, to change its name in connection with the consummation of the business combination.

Business Overview

We are an independent oil and natural gas company engaged in the acquisition, development and production of oil, natural gas and NGL reserves from the Eagle Ford Shale and Austin Chalk formations in South Texas. Our objective is to maximize returns by generating steady production growth, strong pre-tax margins and significant free cash flow. We intend to generate attractive full-cycle returns on capital. We will strive to maintain a conservative balance sheet and low leverage, with our initial leverage following the Closing, as measured as a percent of total capitalization, expected to be among the lowest in our industry.

The Eagle Ford Shale, which has been delineated by over 18,000 currently producing wells, is among the most prolific unconventional oil producing formations in North America. According to weekly rig count metrics published by Baker Hughes, the Eagle Ford Shale has consistently been one of the most active basins in the United States since 2011, with the second highest rig count of all major U.S. basins as of June 8, 2018. We believe we have substantial exposure to the core oil window of the Eagle Ford Shale in Karnes County and have stacked pay potential across the Upper and Lower Eagle Ford intervals. Industry reports from RS Energy Group state that the core areas of the play, such as Karnes County, compete with the best domestic basins, and estimate that the Karnes County Lower Eagle Ford formation breaks even at $32 per barrel due to exceptional well performance, representing industry-leading well economics ideally suited to generate high operating margins and substantial free cash flow.

We also have substantial exposure to the Austin Chalk formation in both the Karnes County Assets and the Giddings Assets. Originally developed using conventional methods, the Austin Chalk has recently experienced significant redevelopment activity in Karnes County and the Giddings Field through the use of modern, high-intensity hydraulic fracturing techniques, including cemented liner completions, decreased frac stage spacing and increased proppant usage. We have been among the leaders in extending this Austin Chalk redevelopment to the Giddings Field. Since the third quarter of 2017, we have completed four horizontal wells in the Giddings Field using the latest completion techniques that have delivered strong production with limited declines and attractive financial returns.

We are led by our Chairman, President and Chief Executive Officer Stephen Chazen, an industry veteran with 22 years of experience in various roles at Occidental Petroleum Corporation (“Occidental”), including most recently

as Chief Executive Officer from 2011 to 2016. Mr. Chazen has an established track record of implementing disciplined growth strategies and generating shareholder value in the public markets. Upon the Closing, Mr. Chazen will be joined by his former colleague Christopher Stavros, who will serve as our Chief Financial Officer. Most recently, Mr. Stavros served as Chief Financial Officer of Occidental from 2014 to 2017.

We will benefit from the corporate support, experience and local knowledge of EnerVest’s South Texas team following the Closing pursuant to a services agreement with EVOC, an affiliate of EnerVest that currently operates the Target Assets. Under the direction of our management team, EVOC will continue to operate a substantial majority of the Target Assets as a contract operator. However, there can be no assurance that our use of an experienced contract operator will make our operations successful. For example, as discussed under “Risk Factors—Risks Related to the Target Assets—TPGE’s use of a contract operator to operate the Target Assets does not assure its success,” EV Energy Partners, L.P., an entity that EnerVest previously provided operating services for, entered bankruptcy in April of 2018. Under the terms of the services agreement, EVOC will provide approximately 100 dedicated operating, technical and field-level employees and will maintain shared services for certain corporate functions. EnerVest is a leading private oil and gas company with five geographic operating divisions. With approximately 5,000,000 net leasehold acres, 37,000 producing wells and 1 Bcfe/d of production, including the Target Assets, EnerVest is the one of the largest private exploration and production companies in the United States.

Overview of the Target Assets

We have decided to focus on South Texas because we believe in our ability to create significant value in the region. South Texas consists of proven plays with significant remaining oil, natural gas and NGL reserves, favorable pricing differentials, a positive regulatory environment and access to ample existing infrastructure and take-away capacity, primarily through the Gulf Coast markets. Due to incumbent operators focusing on other basins, we believe there are fewer companies seeking to acquire assets in South Texas than in other basins. Accordingly, we believe material consolidation opportunities exist in South Texas, with a significant amount of assets either privately held or contained within larger public company asset portfolios potentially available for sale in the near term.

Our acreage position is almost entirely held by production, and the production from the Target Assets is heavily weighted toward oil. Our average daily net production for the three months ended March 31, 2018 was approximately 45.7 MBoe/d with a commodity mix of 62% oil, 16% NGL and 22% natural gas, the liquids-rich nature of which enhances operating margins. Approximately 35.5 MBoe/d of such production was attributable to the Karnes County Assets and approximately 10.2 MBoe/d of such production was attributable to the Giddings Assets. As of March 31, 2018, there were a total of approximately 1,025 gross (435 net) drilling locations identified across the Karnes County Assets and a potential inventory of greater than 1,000 gross drilling locations identified across the Giddings Assets. For more information on our methodology for identifying drilling locations, see “Information About the Target Assets—Drilling Locations.”

The Karnes County Assets included approximately 28,886 gross (14,070 net) acres as of March 31, 2018, approximately 88% of which were held by production. We were designated as the operator on approximately 65% of this net acreage position, with an average operated working interest of approximately 87% and approximately 50% of our non-operated net locations in Karnes County operated by EOG Resources, Inc. The Karnes County Assets represent a well-known, low-risk acreage position targeting multiple benches with some of the best economics in North America. Our full-field development of the Karnes County Assets allows for operational efficiencies and improved performance. As of June 2018, we were running a two-rig program in the Karnes County Assets. We plan to operate an average of 1.7 drilling rigs in the Karnes County Assets in 2018.

The Giddings Assets included approximately 716,114 gross (345,027 net) acres as of March 31, 2018, approximately 99% of which were held by production. We were designated as the operator on approximately

87% of this net acreage position. The held-by-production nature of the Giddings Assets allows for systematic delineation and optimization while generating positive free cash flow and provides flexibility to adjust rig cadence without concern for lease expirations. The recent application of modern high-intensity completion techniques has resulted in a significant recent improvement in well performance in the Giddings Assets. Our first four horizontal wells drilled in the Giddings Field, on which we applied the latest completion techniques, had an average initial 30-day production of 1,597 Boe/d and average initial 90-day production of 1,828 Boe/d. We believe the Giddings Assets include a potential inventory of greater than 1,000 gross locations. As of June 2018, we were running a one-rig program in the Giddings Assets, and we plan to operate an average of one drilling rig in the Giddings Assets in 2018.

We will seek to maintain industry leading full-cycle operating margins given the combination of attractive pricing dynamics for our products combined with low drilling and completion (“D&C”) costs, low operating costs and low corporate general and administrative (“G&A”) costs. Our realized prices benefit from selling our oil production under contracts that reference Louisiana Light Sweet (“LLS”) pricing rather than West Texas Intermediate (“WTI”) pricing, thus limiting our differential risk as compared to that present in other high-returning oil and natural gas basins.

Business Strategies

Our primary business objective is to maximize shareholder returns through the execution of the following strategies:

Our Competitive Strengths

We believe that the following strengths will allow us to successfully execute our business strategies:

Summary Historical and Pro Forma Financial and Operating Data of TPGE

The following table presents summary historical audited financial information of TPGE and summary unaudited pro forma financial information for TPGE after giving effect to the business combination, assuming two redemption scenarios as follows:

The unaudited pro forma condensed combined consolidated statement of operations data of TPGE for the three months ended March 31, 2018 combines the historical statement of operations of each of TPGE and the Karnes County Business for the three months ended March 31, 2018, the historical statement of revenues and direct operating expenses of the Giddings Assets for the three months ended March 31, 2018 and the historical revenues and direct operating expenses of the Subsequent GulfTex Assets for the period from January 1, 2018 to March 1, 2018, giving effect to the Transactions (as defined in the section entitled, “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of TPGE”) as if they had been consummated on January 1, 2017.

The unaudited pro forma condensed combined consolidated statement of operations data of TPGE for the year ended December 31, 2017 combines the historical statement of operations of TPGE for the period from February 14, 2017 (Inception) to December 31, 2017, the historical statement of operations of the Karnes County Business for the year ended December 31, 2017 and the historical statements of revenues and direct operating expenses of each of the Giddings Assets and the Subsequent GulfTex Assets for the year ended December 31, 2017, and the Subsequent BlackBrush Assets for the period from January 1, 2017 to January 31, 2017, giving effect to the Transactions as if they had been consummated on January 1, 2017.

The unaudited pro forma condensed combined consolidated balance sheet of TPGE as of March 31, 2018 presents the historical balance sheet of TPGE, after giving effect to the Transactions as if they had been consummated on March 31, 2018. For more information, please see the sections entitled “Selected Historical Financial Information of TPGE” and “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of TPGE.”

Non-GAAP Financial Measure

Adjusted EBITDAX is a non-GAAP financial measure and should not be considered as a substitute for net income (loss), operating income (loss) or any other performance measure derived in accordance with United

States generally accepted accounting principles (“GAAP”) or as an alternative to net cash provided by operating activities as a measure of the TPGE’s profitability or liquidity. TPGE believes Adjusted EBITDAX is useful because it allows external users of the consolidated financial statements of TPGE, such as industry analysts, investors, lenders and rating agencies, to effectively evaluate the operating performance of TPGE, compare the results of operations from period to period and against TPGE’s peers without regard to financing methods, hedging positions or capital structure and because it highlights trends that may not otherwise be apparent when relying solely on GAAP measures. Adjusted EBITDAX is an important supplemental measure of performance that is frequently used by others in evaluating companies in the oil and natural gas industry. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDAX. TPGE’s presentation of Adjusted EBITDAX should not be construed as an inference that TPGE’s results will be unaffected by unusual or non-recurring items. TPGE’s computations of Adjusted EBITDAX may not be comparable to other similarly titled measures of other companies.

The following table presents a reconciliation of Adjusted EBITDAX to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP.

The following table presents summary pro forma operating data for TPGE for the three months ended March 31, 2018 and the year ended December 31, 2017 after giving effect to the business combination, as if the Transactions occurred on January 1, 2017. See the section entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of TPGE” in evaluating the material presented below.

Summary Historical Reserve Data of the Target Assets

The following table presents summary historical data with respect to the estimated net proved reserves for the Target Assets based on SEC pricing as of December 31, 2017. The reserve estimates provided below are “carve-out” reserves for the Target Assets. As such, the carve-out reserves represent the Sellers’ interest in the underlying oil and gas properties and are therefore a subset of the full reserve estimates generated at year-end of each respective year covered in this proxy statement. The following table does not include the results of the Subsequent GulfTex Assets, as such assets were acquired by the Karnes County Contributors subsequent to the periods for which information in such table is presented.

The reserve estimates attributable to the Target Assets as of December 31, 2017 presented below are based on a reserve report (the “2017 Reserve Report”) prepared by Cawley, Gillespie & Associates, Inc. (“CGA”), a copy of which is attached to this proxy statement as Annex L . See the section entitled “Information About the Target Assets” in evaluating the material presented below.

The estimated proved reserves of the Target Assets as of December 31, 2017 set forth above reflect a one (1) year PUD development plan. This development plan reflects TPGE’s intention to focus on near-term development of PUD reserves following consummation of the business combination.

Parties to the Business Combination

TPG Pace Energy Holdings Corp.

We are a Delaware corporation formed on February 14, 2017, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our Class A Common Stock, warrants and units are traded on NYSE under the ticker symbols “TPGE,” “TPGE WS” and “TPGE.U,” respectively. In connection with the anticipated change of our name to “Magnolia Oil & Gas Corporation” upon the Closing, we have applied to continue the listing of our Class A Common Stock and warrants on the NYSE under the symbols “MGY” and “MGY WS,” respectively. Our units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security.

The mailing address of TPGE’s principal executive office is 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. TPGE’s telephone number is (212) 405-8458.

For more information about TPGE, see the sections entitled “Information About TPGE” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TPGE.”

The Target Assets and the Karnes County Business

The assets TPGE, through Pace LLC, will acquire pursuant to the Karnes County Contribution Agreement and the Ironwood MIPA, respectively, consist of all of the Karnes County Contributors’ collective rights, title and interest in certain oil and natural gas assets located primarily in the Karnes County portion of the Eagle Ford Shale in South Texas, and an approximate 35% membership interest in Ironwood Eagle Ford Midstream, which owns an Eagle Ford gathering system. The assets TPGE, through Pace LLC, will acquire pursuant to the Giddings Purchase Agreement consist of all of the Giddings Sellers’ collective rights, title and interest in certain oil and natural gas assets located in the Giddings Field of the Austin Chalk. Each of the Sellers are investment funds associated with EV Ltd. The mailing address of EV Ltd.’s principal executive office is 1001 Fannin Street, Suite 800, Houston, TX 77002.

EV Ltd. formed the Karnes County Contributors beginning in April 2015 for the purpose of acquiring and developing interests in producing oil and natural gas properties located in North America. Beginning in 2015, the Karnes County Contributors acquired the Karnes County Assets through a series of acquisitions, including, among others, the following:

EV Ltd. formed the Giddings Sellers in 2006 for the purpose of acquiring and developing interests in producing oil and natural gas properties located in North America. The Giddings Sellers acquired substantially all of the Giddings Assets prior to January 1, 2015.

Unless otherwise indicated, financial and operating information in this proxy statement relating to (i) the Karnes County Assets consist of the combined historical results of the Karnes County Business, (ii) the Giddings Assets consist of the historical results of the Giddings Assets, as all of such assets were owned by the Giddings Sellers for all periods presented herein, and (iii) the Target Assets on a combined basis consist of the historical results of the Karnes County Business and the Giddings Assets, in each case, for periods subsequent to their respective acquisitions by the Sellers.

Upon completion of the business combination, TPGE expects that the Karnes County Business will be its “predecessor” for financial reporting purposes. For the period from January 1, 2015 to September 30, 2015 (the inception of the Karnes County Business), the financial results of the AM Assets will be presented as the predecessor of the Karnes County Business for financial reporting purposes. Accordingly, the results of operations of the Karnes County Business and its predecessor for the periods presented herein may not be comparable.

For more information about the Target Assets, see the sections entitled “Information About the Target Assets” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Karnes County Business.”

After the Closing, holders of Class B Common Stock, together with holders of Class A Common Stock, voting as a single class, will have the right to vote on all matters properly submitted to a vote of the stockholders, but holders of Class B Common Stock will not be entitled to any dividends or liquidating distributions from TPGE. After the Closing and in accordance with the notice procedures provided in the Pace LLC Agreement, the Karnes County Contributors will generally have the right to cause Pace LLC to redeem all or a portion of their Pace LLC Units, if any, in exchange for shares of our Class A Common Stock or, at Pace’s option, an equivalent amount of cash; provided that we may, at our option, effect a direct exchange of cash or Class A Common Stock for such Pace LLC Units in lieu of such a redemption by Pace LLC. There is no impact on the Karnes County Contributors, TPGE or the public stockholders if we elect to effect a direct exchange of cash or Class A Common

Stock in lieu of a redemption by Pace LLC. Upon the future redemption or exchange of Pace LLC Units held by a Karnes County Contributor, a corresponding number of shares of Class B Common Stock will be cancelled. For more information about the Business Combination Agreements, the consideration to be received by the Sellers and the business combination generally, see the section entitled “Proposal No. 1—The Business Combination Proposal” and for more information about the Class B Common Stock, see the section entitled “Proposal No. 2—The Class B Charter Proposal—Description of Class B Common Stock.”

Conditions to the Closing

Under the Business Combination Agreements, the obligations of the applicable parties to consummate the business combination are subject to a number of customary conditions, including, among others, as applicable, the following: (i) the absence of specified adverse laws, injunctions or orders, (ii) the expiration of the waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the representations and warranties of the other party being true and correct, subject to the materiality standards contained in the applicable Business Combination Agreement, (iv) material compliance by the other parties with their respective covenants, (v) the approval for listing on the NYSE of the shares of Class A Common Stock issuable to the Karnes County Contributors pursuant to the Karnes County Contribution Agreement, (vi) the requisite approval of the Company’s stockholders, (vii) the Company having Available Cash (as defined in the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreements—The Karnes County Contribution Agreement—Conditions to Closing of the Karnes County Contribution Agreement”) of at least $610 million (which is the minimum amount of cash consideration payable to the Karnes County Contributors under the Karnes County Contribution Agreement) and (viii) the aggregate value of adjustments to the purchase price attributable to title defects, environmental defects, un-obtained consents to assignment, exercise of preferential purchase rights, and casualty losses not exceeding an amount equal to 20% of the applicable purchase price. The obligations of the Company and Pace LLC (but not the Karnes County Contributors) to consummate the Karnes County Transaction are conditioned upon the closing of the Giddings Transaction. The obligations of Pace LLC (but not the Giddings Sellers) to consummate the Giddings Transaction are conditioned upon the closing of the Karnes County Transaction. The obligations of the parties to consummate the Ironwood Transaction are conditioned upon the closing of the Karnes County Transaction. For more information, see the section entitled “Proposal No. 1—The Business Combination Proposal.”

Regulatory Matters

To complete the business combination, TPGE and the Sellers must obtain approvals or consents from, or make filings with, certain U.S. federal authorities. The business combination is subject to the requirements of the HSR Act, which prevents TPGE and the Sellers from completing the business combination until required information and materials are furnished to the Antitrust Division of the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) and specified waiting period requirements have been satisfied. TPGE filed a Premerger Notification and Report Form pursuant to the HSR Act with the DOJ and FTC in May 2018.

For more information, see the section entitled “Proposal No. 1—The Business Combination Proposal—Regulatory Matters.”

Termination Rights

Each of the Business Combination Agreements contains certain customary termination rights, including, among others, the following: (i) if the closing of the applicable transaction is not consummated by October 31, 2018 (as may be extended in accordance with the Business Combination Agreements, the “End Date”), subject to certain extensions; (ii) upon the applicable parties’ mutual written consent; (iii) if the consummation of the applicable

transaction is prohibited by law; (iv) breach of a representation, warranty, covenant or other agreement by a party which has not been cured by the earlier of (A) five (5) business days prior to the End Date or (B) thirty (30) days following written notice from the other party of such breach; (v) in the case of the Karnes County Contribution Agreement, (x) by the Company (but not the Karnes County Contributors) if the Giddings Purchase Agreement has been terminated in accordance with its terms or (y) by the Karnes County Contributors if the TPGE Board has changed its recommendation for the Company’s stockholders to approve the business combination, (vi) in the case of the Giddings Purchase Agreement, by Pace LLC (but not the Giddings Sellers) if the Karnes County Contribution Agreement has been terminated in accordance with its terms or (vii) in the case of the Ironwood MIPA, by any party if the Karnes County Contribution Agreement has been terminated in accordance with its terms.

None of the parties to the Business Combination Agreements is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the applicable Business Combination Agreement. For more information, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreements—Termination.”

Indemnification

Under the Karnes County Contribution Agreement and the Giddings Purchase Agreement, the Karnes County Contributors and the Giddings Sellers, as applicable, will indemnify the Company or Pace LLC, as applicable, for any losses relating to (i) a breach of any representation or warranty of the Karnes County Contributors or Giddings Sellers, as applicable, other than fundamental representations and warranties and representations and warranties relating to tax matters, for a period of twelve (12) months following Closing; (ii) breaches of fundamental representations and warranties of the Karnes County Contributors or Giddings Sellers, as applicable, for a period of three (3) years following Closing; (iii) breaches of representations and warranties of the Karnes County Contributors or Giddings Sellers, as applicable, related to tax matters for a period equal to the applicable statute of limitations plus sixty (60) days; (iv) breaches of any pre-Closing covenant of the Karnes County Contributors or Giddings Sellers, as applicable, for a period of twelve (12) months following Closing; (v) breaches of any post-Closing covenants of the Karnes County Contributors or Giddings Sellers, as applicable, until fully performed; (vi) Specified Obligations (as defined in the Karnes County Contribution Agreement or Giddings Purchase Agreement, as applicable) with respect to scheduled litigation and environmental matters until fully and finally resolved; (vii) Specified Obligations (as defined in the Karnes County Contribution Agreement or Giddings Purchase Agreement, as applicable) with respect to royalties for a period of two (2) years following Closing; (viii) all other Specified Obligations for a period of twelve (12) months following Closing and (ix) Retained Obligations (as defined in the Karnes County Contribution Agreement or Giddings Purchase Agreement, as applicable) for a period equal to the applicable statute of limitations plus sixty (60) days. Additionally, the Company and Pace LLC, as applicable, will indemnify the Karnes County Contributors or Giddings Sellers, as applicable, for any losses relating to a breach of any of its representations, warranties or covenants and Assumed Obligations (as defined in the Karnes County Contribution Agreement or Giddings Purchase Agreement, as applicable).

The indemnification obligations of the Karnes County Contributors set forth above with respect to a breach of any representation or warranty (other than tax-related and fundamental representations and warranties) are subject to a de minimis threshold of $100,000, an aggregate deductible equal to 1.5% of the consideration payable to the Karnes County Contributors and a cap equal to 15% of the consideration payable to the Karnes County Contributors. The indemnification obligations of the Giddings Sellers set forth above with respect to a breach of any representation or warranty (other than tax-related and fundamental representations and warranties) are subject to a de minimis threshold of $100,000, an aggregate deductible equal to 2% of the consideration payable to the Giddings Sellers and a cap equal to 15% of the consideration payable to the Giddings Sellers. For more information, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business

Combination Agreements—The Karnes County Contribution Agreement—Indemnification” and “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreements—The Giddings Purchase Agreement—Indemnification.”

Under the Ironwood MIPA, the Ironwood Sellers will indemnify the Company for any losses relating to (i) a breach of any pre-Closing covenant or agreement of the Ironwood Sellers for a period of twelve (12) months following Closing; (ii) a breach of any representation or warranty of the Ironwood Sellers, other than fundamental representations and warranties and representations and warranties relating to tax matters, for a period of twelve (12) months following Closing; (iii) breaches of fundamental representations and warranties of the Ironwood Sellers for a period of three (3) years following Closing; (iv) breaches of representations and warranties relating to tax matters for a period equal to the applicable statute of limitations plus sixty (60) days; (iv) breaches of post-Closing covenants or agreements of the Ironwood Sellers indefinitely; (v) and Retained Taxes (as defined in the Ironwood MIPA) for which the Company is obligated to indemnify or make a contribution to Ironwood Eagle Ford Midstream for a period equal to the applicable statute of limitations plus sixty (60) days; (vi) certain litigation matters described in Schedule 3.7 to the Ironwood MIPA for a period of three (3) years following the Closing and (vii) any Indebtedness of Ironwood Eagle Ford Midstream existing at any time from and after the Effective Time until the Execution Date (as such terms are defined in the Ironwood MIPA) in an amount greater than that set forth on Schedule 3.22 to the Ironwood MIPA for a period of three (3) years following Closing, the amount for which the Ironwood Sellers will be responsible being equal to such excess indebtedness multiplied by 0.35. Furthermore, the Company will indemnify the Ironwood Sellers for any losses relating to (i) a breach of any pre-Closing covenant or agreement of the Company for a period of twelve (12) months following Closing; (ii) a breach of any representation or warranty of the Company, other than fundamental representations and warranties, for a period of twelve (12) months following Closing; (iii) breaches of fundamental representations and warranties of the Company for a period of three (3) years following Closing; and (iv) the Company’s ownership of the Units (as defined in the Ironwood MIPA), regardless of whether such Liabilities arose prior to, on or after the Effective Time, or Ironwood Eagle Ford Midstream’s ownership of the Midstream System, the Midstream System Interests or any other assets of the Midstream Business for Liabilities arising on or after Closing (as such terms are defined in the Ironwood MIPA).

The indemnification obligations of the Ironwood Sellers set forth above with respect to a breach of any representation or warranty (other than tax-related and fundamental representations and warranties) are subject to a de minimis threshold of $100,000, an aggregate deductible equal to 2% of the consideration payable to the Ironwood Sellers and a cap equal to 15% of the consideration payable to the Ironwood Sellers. For more information, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreements—The Ironwood MIPA—Indemnification.”

Other Agreements

Second A&R Charter . Pursuant to the terms of the Business Combination Agreements, upon the Closing, we will amend and restate our Charter to provide for, among other things, (i) the creation of the Class B Common Stock that will be issued to the Karnes County Contributors at the Closing, (ii) an increase in the number of authorized shares of Class A Common Stock from 200,000,000 to 1,300,000,000 shares, (iii) the change of the term of office of members of the TPGE Board from a two (2) year term to a one (1) year term, (iv) the ability of our stockholders to act by written consent if certain conditions are met, (v) the adoption of Delaware as the exclusive forum for certain stockholder litigation and (vi) the elimination of certain provisions relating to an Initial Business Combination that will no longer be applicable to us following the Closing. For more information about the amendments to our Charter, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Second A&R Charter.” The full text of the proposed Second A&R Charter is attached to this proxy statement as Annex D .

Stockholder Agreement . Concurrently with the Closing, the Company, Sponsor, and the Karnes County Contributors will enter into a Stockholder Agreement (the “Stockholder Agreement”) which will govern certain rights and obligations following the Closing. Under the Stockholder Agreement, the Karnes County Contributors will be entitled to nominate two (2) directors and the Sponsor will be entitled to nominate two (2) directors for appointment to the TPGE Board so long as the Karnes County Contributors and the Sponsor meet certain ownership criteria outlined in the Stockholder Agreement. For more information about the Stockholder Agreement, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Stockholder Agreement.” The full text of the proposed Stockholder Agreement is attached to this proxy statement as Annex E .

Registration Rights Agreement . In connection with the Closing, we will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with our Sponsor, the Karnes County Contributors and our four independent directors, Arcilia Acosta, Edward Djerejian, Chad Leat and Dan F. Smith, (such parties being collectively referred to in connection with the Registration Rights Agreement as the “Holders”), pursuant to which we will be required to, among other things and subject to certain conditions, register for resale under the Securities Act of 1933, as amended (the “Securities Act”), all or any portion of the shares of Class A Common Stock that the Holders hold as of the date of the Registration Rights Agreement, and may acquire thereafter. For more information about the Registration Rights Agreement, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Registration Rights Agreement.” The form of the Registration Rights Agreement is attached to this proxy statement as Annex F .

Pace LLC Agreement.  Following completion of the business combination, TPGE will operate its business through Pace LLC and its subsidiaries. At the Closing, TPGE and certain of the Karnes County Contributors will enter into the Pace LLC Agreement, which will set forth, among other things, the rights and obligations of the holders of Pace LLC Units. For more information about the Pace LLC Agreement, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Pace LLC Agreement.” The form of the Pace LLC Agreement is attached to this proxy statement as Annex G.

Services Agreement . Concurrently with the Closing, the Company and EVOC will enter into the Services Agreement, pursuant to which EVOC, under the direction of the Company’s management, will provide the Company services identical to the services historically provided by EVOC in operating the Target Assets, including administrative, back office, and day-to-day field level services reasonably necessary to operate the business of the Company and its assets, subject to certain exceptions. The Services Agreement will not be terminable by the Company for two (2) years, subject to certain early termination rights. For more information about the Services Agreement, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Services Agreement.” The form of the Services Agreement is attached to this proxy statement as Annex H .

Non-Compete Agreement . Concurrently with the Closing, the Company and EV Ltd. will enter into the Non-Compete Agreement pursuant to which EV Ltd. and certain of its affiliates will be restricted from competing with the Company in certain counties comprising the Eagle Ford Shale (the “Market Area”) following the Closing until the later of the four (4) year anniversary of the Closing and the date the Services Agreement is terminated in accordance with its terms. EV Ltd. will have the right to receive up to 4,000,000 shares of Class A Common Stock based on the achievement of certain stock price thresholds. The Non-Compete Agreement also provides for (i) certain co-investment rights for EV Ltd. and certain of its affiliates with respect to future acquisitions by the Company in the Market Area, (ii) a right of first offer in favor of the Company on certain sales by EV Ltd. and its affiliates in the Market Area, (iii) a tag-along right for EV Ltd. and its affiliates on certain sales by the Company in the Market Area and (iv) the ability of the Company to drag-along EV Ltd. and its affiliates on certain sales by the Company in the Market Area. For more information, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Non-Compete Agreement.” The form of the Non-Compete Agreement is attached to this proxy statement as Annex I .

Class  F Waiver Agreement . In connection with the business combination, on March 20, 2018, the Company entered into a Waiver Agreement (the “Class F Waiver Agreement”) with the Sponsor and the other holders of the Company’s Class F Common Stock, pursuant to which the Sponsor and such other holders agreed to waive their rights to receive additional shares of Class A Common Stock upon conversion of the shares of Class F Common Stock in connection with the business combination pursuant to certain adjustments provided for in the Company’s Charter. In addition, our Sponsor agreed to vote all of its shares of our voting common stock in favor of the Proposals. For more information about the Class F Waiver Agreement, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Class F Waiver Agreement.” A copy of the Class F Waiver Agreement is attached to this proxy statement as Annex J .

Interests of Certain Persons in the Business Combination

In considering the recommendation of the TPGE Board to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

Redemption Rights

We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our Initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (as of two (2) business days prior to the consummation of our Initial Business Combination), including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements, subject to an annual limit of $750,000, and/or to pay our taxes, divided by the number of then-outstanding public shares, subject to the limitations described herein. Our Charter provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of March 31, 2018 of approximately $654.9 million, the estimated per share redemption price, less amounts to be withdrawn, would have been approximately $10. Under our Charter, in connection with an Initial Business Combination, a public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than 15% of the public shares.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of Class A Common Stock for cash and will no longer own shares of Class A Common Stock and will not participate in the future growth of TPGE, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. See the section entitled “Special Meeting in Lieu of 2018 Annual Meeting of TPGE Stockholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on TPGE’s Public Float

It is anticipated that, upon the Closing and based upon the assumptions set forth under “Certain Defined Terms,” the ownership of TPGE will be as follows:

In this scenario, our current affiliates, including our Sponsor, our directors and officers and the TPG Holdings Assignees, would collectively own 18,909,900 shares of our Class A Common Stock, representing an approximate 7.5% economic interest and an approximate 7.5% voting interest upon the Closing.

The number of shares and the economic and voting interests set forth above are based upon the assumptions set forth under “Certain Defined Terms.” If the actual facts are different than our assumptions, the economic and voting interests set forth above will differ. For example, if we assume all outstanding 21,666,666 public warrants and 10,000,000 private placement warrants were exercisable and exercised following completion of the business combination, with proceeds to the Company of approximately $364 million, then the ownership of our Class A Common Stock and Class B Common Stock would be as follows:

In this scenario, our current affiliates, including our Sponsor, our directors and officers and the TPG Holdings Assignees, would collectively own 28,952,533 shares of our Class A Common Stock, representing an approximate 10.2% economic interest and an approximate 10.2% voting interest upon the Closing.

The public warrants and private placement warrants will become exercisable on the later of thirty (30) days after the completion of an Initial Business Combination and May 10, 2018 (twelve (12) months following the closing of our IPO) and will expire five (5) years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.

Please see the section entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of TPGE” for further information.

Organizational Structure

Prior to the Business Combination

The following diagram illustrates the ownership structure of TPGE prior to the business combination.

Following the Business Combination

The diagram below illustrates the ownership structure of TPGE immediately following the business combination. The voting and economic interests set forth in the diagram do not take into account the private placement warrants or public warrants that will remain outstanding following the business combination and may be exercised at a later date and assume the following:

TPGE Board Following the Business Combination

From and after the Closing, the Stockholder Agreement will entitle each of our Sponsor and the Karnes County Contributors (collectively) to nominate two directors to the TPGE Board. The remainder of the TPGE Board will include Mr. Chazen and three (3) independent directors mutually nominated by the Karnes County Contributors and our Sponsor.

If the Business Combination Proposal is approved, we anticipate that, in connection with the Closing, Chad Leat and David Bonderman will resign from the TPGE Board, and James R. Larson, John B. Walker and Angela Busch will be appointed to the TPGE Board. We anticipate that the size of the TPGE Board will increase to eight (8) directors following the Closing. Assuming the Director Term Charter Proposal is approved by stockholders, each of our directors will serve until the first annual meeting of stockholders after their election.

After the Closing, our Sponsor and the Karnes County Contributors will collectively hold more than 50% of the voting power for the election of directors. While, as a result, we may be a “controlled company” within the meaning of the rules of the NYSE, we do not intend to utilize the exemptions from the NYSE corporate governance standards available to controlled companies.

Accounting Treatment

The business combination will be accounted for pursuant to the guidance in Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (“ASC 805”), using the acquisition method of accounting with the Company as the acquirer. Under the acquisition method of accounting, the assets acquired and liabilities assumed will be measured at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of net assets acquired, if applicable, will be recorded as goodwill. The Company’s management has made significant estimates and assumptions in determining the preliminary acquisition date fair values of the assets acquired and liabilities assumed in the unaudited pro forma condensed combined consolidated financial statements. As the unaudited pro forma condensed combined consolidated financial statements have been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

Under ASC 805, non-recurring acquisition-related costs (such as advisory, legal, valuation and other professional fees) are expensed. The Company expects to incur approximately $46.0 million of non-recurring acquisition-related costs, not including $22.75 million in deferred underwriting commissions to the underwriters of our IPO or approximately $11.25 million in unamortized deferred financing costs related to the issuance of the Senior Notes.

Appraisal Rights

Appraisal rights are not available to TPGE stockholders in connection with the business combination.

Other Proposals

In addition to the Business Combination Proposal, TPGE stockholders will be asked to vote on the Charter Proposals, the NYSE Proposal, the LTIP Proposal and the Adjournment Proposal. For more information about the Charter Proposals, the NYSE Proposal, the LTIP Proposal and the Adjournment Proposal see the sections entitled “Proposal No. 2—The Class B Charter Proposal,” “Proposal No. 3—The Authorized Share Charter Proposal,” “Proposal No. 4—The Director Term Charter Proposal,” “Proposal No. 5—The Written Consent Charter Proposal,” “Proposal No. 6—The Exclusive Forum Charter Proposal,” “Proposal No. 7—The Additional Charter Proposal,” “Proposal No. 8—The NYSE Proposal,” “Proposal No. 9—The Director Election Proposal,” “Proposal No. 10—The LTIP Proposal” and “Proposal No. 11—The Adjournment Proposal.”

Date, Time and Place of Special Meeting

The special meeting will be held on July 17, 2018, at 9:00 a.m., Eastern Time, at Vinson & Elkins L.L.P., 666 Fifth Avenue, 26th Floor, New York, NY 10103, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of Class A Common Stock or Class F Common Stock at the close of business on June 25, 2018, which is the record date for the special meeting. You are entitled to one vote for each share of Class A Common Stock or Class F Common Stock that you owned as of the close of business on the record date. Only holders of Class F Common Stock will be entitled to vote on the Director Election Proposal. If your shares are held in “street name” or are in a margin or similar account, you should contact your banks, brokers or other nominees to ensure that votes related to the shares you beneficially own are properly counted. As of June 25, 2018, there were 81,250,000 shares of Class A Common Stock and Class F Common Stock outstanding in the aggregate, of which 65,000,000 are public shares and 16,250,000 are founder shares held by the Sponsor and our independent directors.

Proxy Solicitation

Proxies may be solicited by mail. TPGE has engaged Morrow Sodali to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting in Lieu of 2018 Annual Meeting of TPGE’s Stockholders—Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of TPGE stockholders is necessary to hold a valid meeting. For purposes of proposals other than the Director Election Proposal, holders representing a majority of the voting power of Class A Common Stock and Class F Common Stock issued and outstanding and entitled to vote at the special meeting, present in person or by proxy, constitute a quorum. For purposes of the Director Election Proposal, holders representing a majority of the voting power of Class F Common Stock issued and outstanding and entitled to vote at the special meeting, present in person or by proxy, constitute a quorum. Abstentions will count as present for the purposes of establishing a quorum with respect to each proposal.

The approvals of the Business Combination Proposal, the NYSE Proposal, the LTIP Proposal and the Adjournment Proposal require the affirmative vote of a majority of votes cast by the holders of the outstanding shares of Class A Common Stock and Class F Common Stock represented in person or by proxy and entitled to vote thereon and actually cast at the special meeting, voting as a single class. Approval of the Charter Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class F Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting, voting as a single class. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or to vote in person at the special meeting will have no effect on the outcome of any vote on the Business Combination Proposal, NYSE Proposal, the LTIP Proposal or the Adjournment Proposal, but will have the same effect as a vote “AGAINST” the Charter Proposals.

Directors are elected by a plurality of all of the votes cast by holders of shares of our Class F Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting. This means that the seven (7) director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions will have no effect on the Director Election Proposal.

Recommendation to TPGE Stockholders

The TPGE Board believes that each of the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the LTIP Proposal and the Adjournment Proposal is in the best interests of TPGE and its stockholders and recommends that its stockholders vote “FOR” each of the Proposals to be presented at the special meeting.

For a description of TPGE’s reasons for the approval of the business combination and the recommendation of the TPGE Board, see the section entitled “Proposal No. 1—The Business Combination Proposal—The TPGE Board’s Reasons for the Approval of the Business Combination.”

When you consider the recommendation of the TPGE Board in favor of approval of these Proposals, you should keep in mind that the Sponsor, members of the TPGE Board and officers have interests in the business combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

Risk Factors

In evaluating the Proposals, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

Summary Historical Operating Data of the Karnes County Business

The following table presents, for the three months ended March 31, 2018 and the year ended December 31, 2017, summary unaudited information regarding production and sales of oil, natural gas and natural gas liquids for only the Karnes County Business, because, as discussed further in this proxy statement, TPGE expects that, following the completion of the business combination, the Karnes County Business will be its “predecessor” for financial reporting purposes.

See the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Karnes County Business” and “Information About the Target Assets” in evaluating the material presented below.