HOUSTON, Jan. 23,
2024 /PRNewswire/ -- Talos Energy Inc. ("Talos")
(NYSE: TALO) today announced that Talos Production Inc. (the
"Company"), a wholly owned subsidiary of Talos, has commenced an
offering (the "Offering") of $1,000
million in aggregate principal amount of new Second-Priority
Senior Secured Notes, consisting of Second-Priority Senior Secured
Notes due 2029 and Second-Priority Senior Secured Notes due 2031
(collectively, the "New Notes"). The Company intends to use the net
proceeds from the Offering to (i) fund a portion of the cash
consideration for the Company's recently announced pending
acquisition of QuarterNorth Energy, Inc. ("QuarterNorth," and such
acquisition, the "Acquisition"), (ii) fund the redemption (the
"Redemption") of all of the outstanding 12.00% Second-Priority
Senior Secured Notes due 2026 issued by the Company (the "2026
Notes"), and (iii) pay any premiums, fees and expenses related to
the Redemption and the issuance of the New Notes. The Company
intends to use any remaining net proceeds for general corporate
purposes, which may include the repayment of a portion of the
outstanding borrowings under its senior reserves-based revolving
credit facility (the "Credit Facility").
An aggregate of $340 million
principal amount of the New Notes will be subject to a "special
mandatory redemption" in the event that the transactions
contemplated by the definitive agreement to acquire QuarterNorth
(the "QuarterNorth Merger Agreement") are not consummated on or
before May 31, 2024 (or up to
September 30, 2024 solely in the
event the parties require additional time to satisfy certain
requirements under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, pursuant to the terms of the QuarterNorth
Merger Agreement), or if the Company notifies the trustee of the
New Notes that it will not pursue the consummation of the
Acquisition.
It is expected that the New Notes will be guaranteed on a senior
basis by Talos and certain of the Company's existing and future
subsidiaries and will initially be secured on a second-priority
basis by substantially the same collateral as the Company's
existing first-priority obligations under its Credit Facility.
The New Notes are being offered in the
United States only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to
persons outside the United States
only in compliance with Regulation S under the Securities Act. The
New Notes have not been registered under the Securities Act and may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security, nor shall there be
any sale of the New Notes or any other security of the Company, in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This press release does
not constitute a notice of redemption under the optional redemption
provisions of the indenture governing the 2026 Notes.
ABOUT TALOS ENERGY
Talos Energy (NYSE: TALO) is a technically driven,
innovative, independent energy company focused on safely and
efficiently maximizing long-term value through its Upstream
Exploration & Production and Low Carbon Solutions businesses.
We currently operate in the United
States and offshore Mexico.
We leverage decades of technical and offshore operational expertise
to acquire, explore, and produce assets in key geological trends
while developing opportunities to reduce industrial emissions
through carbon capture and storage projects along the U.S. Gulf
Coast. For more information, visit www.talosenergy.com
.
INVESTOR RELATIONS CONTACT
investor@talosenergy.com
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements" within
the meaning of U.S. Private Securities Litigation Reform Act of
1995. When used in this communication, the words "will," "could,"
"believe," "anticipate," "intend," "estimate," "expect," "project,"
"forecast," "may," "objective," "plan" and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. All
statements, other than statements of historical fact included in
this communication, are forward-looking statements, including, but
not limited to, statements regarding the Company's plans to issue
the New Notes and the intended use of the net proceeds therefrom,
and the pending Acquisition. These forward-looking statements are
based on our current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events.
We caution you that these forward-looking statements are subject
to numerous risks and uncertainties, most of which are difficult to
predict and many of which are beyond our control. These risks
include, but are not limited to, our ability to consummate the
Acquisition on the terms currently contemplated, the anticipated
future performance of the combined company, risks and uncertainties
related to economic, market or business conditions, satisfaction of
customary closing conditions related to the Offering, and the other
risks discussed in "Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2022
filed with the U.S. Securities and Exchange Commission (the "SEC"),
our Quarterly Reports on Forms 10-Q filed with the SEC and our
other filings with the SEC, all of which can be accessed at the
SEC's website at www.sec.gov.
Should one or more of the risks or uncertainties described
herein occur, or should underlying assumptions prove incorrect, our
actual results and plans could differ materially from those
expressed in any forward-looking statements. All forward-looking
statements, expressed or implied, included in this communication
are expressly qualified in their entirety by this cautionary
statement. This cautionary statement should also be considered in
connection with any subsequent written or oral forward-looking
statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim 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 communication.
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SOURCE Talos Energy