Exhibit 99.2
Talos Energy Announces Proposed Offering of $1,000 Million of Second-Priority Senior Secured Notes
HOUSTON, January 23, 2024 — 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.
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