TALO Talos Energy Inc

This amendment to the Schedule 13G filed on February 22, 2023 (the “Original 13G”) is being voluntarily filed in order to amend and restate the Original 13G in its entirety in order to reflect the correct amounts and percentages of securities beneficially owned by the Reporting Persons, which, pursuant to communications with the Issuer and disclosure in the Issuer’s Proxy Statement filed with the SEC on April 5, 2023, were discovered to be inadvertently overstated in the Original 13G.

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

1. Bain Capital Credit Managed Account Investors (E), L.P. (“BCCMA (E)”)

2. Bain Capital Credit Managed Account Investors (PSERS), L.P. (“PSERS”)

3. Bain Capital Distressed & Special Situations 2013 (AIV I), L.P. (“DSS 2013 (AIV I)”)

4. Bain Capital Distressed & Special Situations 2013 (B), L.P. (“DSS 2013 (B)”)

5. Bain Capital Distressed & Special Situations 2016 (A), L.P. (“DSS 2016 (A)”)

6. Bain Capital Distressed & Special Situations 2016 (F), L.P. (“DSS 2016 (F)”)

7. Sankaty Credit Opportunities IV, L.P. (“COPS IV”)

8. BCC EnVen Investments (2016), L.P. (“BCC EnVen 2016”)

9. BCC EnVen Investments (S), L.P. (“BCC EnVen (S)”)

10. BCC EnVen Investments (2013), L.P. (“BCC EnVen 2013”)

11. Bain Capital Credit, LP (“BCC”)

Bain Capital Credit Managed Account Investors (E), L.P. (“BCCMAI (E)”), a Delaware limited partnership, is the general partner of BCCMA (E). Bain Capital Credit Member, LLC (“BCCM”), is the managing member of BCCMAI (E). Bain Capital Credit Managed Account Investors, LLC (“BCCMAI”), a Delaware limited liability company, is the general partner of PSERS. BCCM is the managing member of BCCMAI. Bain Capital Distressed and Special Situations 2013 Investors (A), L.P. (“DSS 2013 Investors (A)”), a Delaware limited partnership, is the general partner of DSS 2013 (AIV I)”). BCCM, is the managing member of DSS 2013 Investors (A). Bain Capital Distressed and Special Situations 2013 Investors (B), L.P. (“DSS 2013 Investors (B)”), a Delaware limited partnership, is the general partner of DSS 2013 (B)”). BCCM, is the managing member of DSS 2013 Investors (B). Bain Capital Distressed and Special Situations 2016 Investors (A), L.P. (“DSS 2016 Investors (A)”), a Delaware limited partnership is the general partner of DSS 2016 (A). BCCM is the managing member of DSS 2016 Investors (A). Bain Capital Distressed and Special Situations 2016 Investors (F), L.P. (“DSS 2016 Investors (F)”), a Delaware limited partnership is the general partner of DSS 2016 (F). BCCM is the managing member of DSS 2016 Investors (F). Sankaty Credit Opportunities Investors IV, LLC (“COPS IV Investors”), a Delaware limited liability company, is the general partner of COPS IV. BCCM is the managing member of COPS IV Investors. BCC EnVen Investments GP (2013), LLC (“BCC EnVen GP 2013”), a Delaware limited liability company is the general partner of BCC EnVen 2013. Bain Capital Credit Member II, LLC (“BCCM II”) is the general partner of BCC EnVen GP 2013. BCC EnVen Investments GP (2016), LLC (“BCC EnVen GP 2016”), a Delaware limited liability company is the general partner of BCC EnVen 2016). BCCM is the general partner of BCC EnVen GP 2016. BCC EnVen Investments GP (S), LLC (“BCC EnVen GP (S)”), a Delaware limited liability company is the general partner of BCC EnVen (S). BCCM is the general partner of BCC EnVen GP (S). Mr. Jonathan Lavine is the Manager of BCCM. BCC has entered into an Investment Management Agreement with managed account clients pursuant to which it has authority to acquire, dispose of, and vote securities on behalf of such client. BCC disclaims beneficial ownership of the shares beneficially owned by such client.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 22, 2023, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-l(k)(l) under the Securities Exchange Act of 1934.

See response to Item 9 on each cover page.

See response to Item 11 on each cover page.

See responses to Item 5 on each cover page.

See responses to Item 6 on each cover page.

See responses to Item 7 on each cover page.

See responses to Item 8 on each cover page.

BCCMA (E) directly holds 1,437,872 shares of Common Stock. PSERS directly holds 207,382 shares of Common Stock. DSS 2013 (AIV I) directly holds 3,607,477 shares of Common Stock. DSS 2013 (B) directly holds 425,945 shares of Common Stock. DSS 2016 (A) directly holds 1,298,868 shares of Common Stock. DSS 2016 (F) directly holds 1,131,519 shares of Common Stock. COPS IV directly holds 1,129,580 shares of Common Stock. BCC EnVen 2016 directly holds 2,170,800 shares of Common Stock. BCC EnVen (S) directly holds 622,157 shares of Common Stock. With respect to the each of the foregoing entities, (the “BCCM Holders”), BCCM may be deemed to have voting and dispositive power of the aggregate 12,031,600 shares of Common Stock directly held by the BCCM Holders, which amount represents an aggregate of 9.44% of such class.

BCC EnVen 2013 directly holds 2,875,746 shares of Common Stock. BCCM II may be deemed to have voting and dispositive power over 2,875,746 shares of Common Stock directly held by BCC EnVen 2013, which amount represents 2.26% of such class.

BCC serves as investment manager to various client accounts, and, in this capacity, has voting and dispositive power over 601,836 shares of Common Stock directly held in such managed accounts, which amount represents an aggregate of 0.47% of such class.

Each of BCCM, BCCM II and BCC (the “Investment Managers”) independently exercises investment discretion with respect to the above referenced securities for which they hold voting and dispositive power and there is no agreement or understanding among the Investment Managers to act together with respect to the securities under their discretion. As such, the filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, the filing of this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 7, 2023

EXHIBIT LIST