UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 17, 2024, Talos Energy Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Mizuho Securities USA LLC, as representatives of the several underwriters (the “Underwriters”), relating to the previously announced underwritten offering of 30,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock” and such offering, the “Offering”).
Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 4,500,000 additional shares of Common Stock (the “Option”). On January 18, 2024, the Underwriters exercised the Option in full.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and to contribute to any payment that the Underwriter may be required to make because of any of those liabilities.
The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-265589) (the “Registration Statement”) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on June 14, 2022, including the prospectus forming a part of the Registration Statement, a preliminary prospectus supplement, which was filed with the SEC on January 17, 2024, and a final prospectus supplement, which was filed with the SEC on January 19, 2024, pursuant to Rule 424(b) under the Securities Act.
The Offering closed on January 22, 2024. The Company intends to use the approximately $388.0 million of net proceeds from the Offering to fund a portion of the cash consideration for the Company’s previously announced acquisition of QuarterNorth Energy, Inc. (the “QuarterNorth Acquisition”). In the event that the QuarterNorth Acquisition is not completed, the proceeds from the Offering will be used for general corporate purposes.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
A copy of the legal opinion of Vinson & Elkins L.L.P. relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 7.01 | Regulation FD Disclosure. |
On January 17, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information above is being furnished pursuant to this Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated January 17, 2024, by and between Talos Energy Inc. and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Mizuho Securities USA LLC, as representatives of the several underwriters. | |
| 5.1 | Opinion of Vinson & Elkins L.L.P. | |
| 23.1 | Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). | |
| 99.1 | Press release dated January 17, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TALOS ENERGY INC. | ||||||
| Date: January 22, 2024 | ||||||
| By: | /s/ William S. Moss III | |||||
| Name: | William S. Moss III | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||