Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2024

Talos Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38497

82-3532642

(State or other jurisdiction
of incorporation)

(Commission

File No.)

(IRS Employer
Identification No.)

333 Clay Street, Suite 3300

Houston, Texas

77002

(Address of principal executive office)

(Zip Code)

Registrant’s telephone number, including area code: (713) 328-3000

Not Applicable

(Former names or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TALO	NYSE
Preferred Stock Purchase Rights		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry Into a Material Definitive Agreement.

On December 4, 2024, Talos Energy Inc. (the “Company”), Talos Production Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Talos Production”), and certain other direct and indirect subsidiaries of the Company and Talos Production entered into the Borrowing Base Redetermination Agreement and Eleventh Amendment to Credit Agreement (the “Eleventh Amendment”), which amended the Credit Agreement, dated as of May 10, 2018 (as amended, supplemented, waived or otherwise modified from time to time) (the “Credit Agreement”), among the Company, as holdings, Talos Production, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, the issuing banks, the lenders party thereto, and the other persons from time to time party thereto, in order to (i) decrease the borrowing base to $925.0 million and decrease the total commitments to $925.0 million and (ii) implement an availability cap such that, if the aggregate exposure of all lenders under the Credit Agreement would equal or exceed $800 million at any time after the date of the Eleventh Amendment, lenders holding at least two-thirds of the aggregate commitments shall approve the making of any addition loan or issuance of any additional letter of credit.

A copy of the Eleventh Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference and is hereby filed. The description of the Eleventh Amendment in this Current Report is a summary and is qualified in its entirety by reference to the complete text of such agreement.

Item 2.03.

Create of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Borrowing Base Redetermination Agreement and Eleventh Amendment to Credit Agreement, dated December 4, 2024, by and among Talos Energy Inc., Talos Production Inc., each other Credit Party, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Lender party.

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: December 5, 2024

	By:	/s/ William S. Moss III
	Name:	William S. Moss III
	Title:	Executive Vice President, General Counsel and Secretary

Exhibit 10.1

Execution Version

BORROWING BASE REDETERMINATION AGREEMENT

AND ELEVENTH AMENDMENT TO CREDIT AGREEMENT

THIS BORROWING BASE REDETERMINATION AGREEMENT AND ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 4, 2024 is among TALOS ENERGY INC., a Delaware corporation (“Holdings”), TALOS PRODUCTION INC., a Delaware corporation (as successor-by-conversion to Talos Production LLC, a Delaware limited liability company) and a direct or indirect Subsidiary of Holdings (the “Borrower”), each other Credit Party, JPMORGAN CHASE BANK, N.A., as the Administrative Agent (the “Administrative Agent”), and each Lender party hereto.

WITNESSETH:

WHEREAS, reference is made to that certain Credit Agreement, dated as of May 10, 2018, among Holdings, the Borrower, the Administrative Agent, the Issuing Banks, the Lenders party thereto, and the other Persons from time to time party thereto (as amended, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; and the Existing Credit Agreement, as amended hereby upon the occurrence (but only if it shall occur) of the Amendment Effective Date, the “Credit Agreement”); and

WHEREAS, the Borrower has provided the necessary reserve report information (the “Fall 2024 Redetermination Reserve Report”) for the Administrative Agent and the Lenders to complete the fall 2024 Scheduled Redetermination of the Borrowing Base and, after reviewing such reserve information, the Administrative Agent and the requisite Lenders have recommended decreasing the Borrowing Base from $1,075,000,000 to $925,000,000; and

WHEREAS, pursuant to Section 4.3(c) of the Existing Credit Agreement, in connection with the reduction in the Borrowing Base pursuant to this Amendment to an amount that is less than the Total Commitment, contemporaneously with such reduction in the Borrowing Base, the Total Commitment shall be automatically and permanently reduced, without premium or penalty, from $965,000,000 to $925,000,000 (subject to any increase of the Total Commitment in accordance with Section 2.16 of the Credit Agreement); and

WHEREAS, each of Holdings and the Borrower desires to amend the Existing Credit Agreement on the terms and subject to the conditions set forth herein; and

WHEREAS, Section 13.1 of the Existing Credit Agreement provides that Holdings, the Borrower, the Issuing Banks and the Lenders may amend the Existing Credit Agreement and the other Credit Documents in accordance with the provisions thereof;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements set forth herein, the parties hereto agree as follows:

SECTION 1. Definitions. Unless otherwise defined in this Amendment, each capitalized term used in this Amendment has the meaning assigned to such term in the Existing Credit Agreement.

SECTION 2. Borrowing Base Redetermination; Total Commitment.

(a) On the Amendment Effective Date, the Borrower and the Lenders party hereto agree that the Borrowing Base shall be, and hereby is, decreased from $1,075,000,000 to $925,000,000, until such time as the Borrowing Base is redetermined or otherwise adjusted pursuant to the terms of the Credit Agreement.

(b) On the Amendment Effective Date, in accordance with Section 4.3(c) of the Credit Agreement, the Total Commitment shall be automatically and permanently reduced (subject to any increases of the Total Commitment in accordance with Section 2.16 of the Credit Agreement) ratably among the Lenders in accordance with each Lender’s Commitment Percentage, such that the Total Commitment shall equal $925,000,000.

(c) Both the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, agree that the redetermination of the Borrowing Base pursuant to Section 2(a) hereof shall constitute the Scheduled Redetermination of the Borrowing Base for the fall of 2024 and shall not constitute an Interim Redetermination of the Borrowing Base pursuant to Section 2.14(b) of the Credit Agreement.

SECTION 3. Amendments to Existing Credit Agreement. On the Amendment Effective Date, the Existing Credit Agreement shall be, and is hereby, amended as follows:

(a) Section 1.1 is hereby amended by inserting the following defined term where alphabetically appropriate:

“Availability Cap” means an amount equal to $800,000,000.

“Eleventh Amendment” means that certain Borrowing Base Redetermination Agreement and Eleventh Amendment to Credit Agreement dated as of December 4, 2024, by and among Holdings, the Borrower, each other Credit Party, the Administrative Agent, and the Lenders party thereto.

“Eleventh Amendment Effective Date” means the “Amendment Effective Date” as defined in the Eleventh Amendment.

(b) Section 7 of the Existing Credit Agreement is hereby amended by inserting the following new clause (e) immediately after the existing clause (d) therein:

“(e) Availability Cap. From and after the Eleventh Amendment Effective Date, if the sum of the aggregate Total Exposures of all Lenders on such day (after giving pro forma effect to any requested Borrowing) would equal or exceed the Availability Cap, then the Administrative Agent shall have received approval from the Required Lenders (in their sole and absolute discretion) prior to the making of the applicable Loan (other than any Loan made pursuant to Section 3.4(a)) or the issuance of the applicable Letter of Credit.”

(c) Schedule 1.1(a) of the Existing Credit Agreement is hereby amended and restated, in its entirety, by Schedule 1.1(a) attached hereto as Annex I.

SECTION 4. Representations and Warranties, Etc. To induce the Administrative Agent, the Lenders and Issuing Banks to enter into this Amendment, the Borrower and Holdings represent and warrant to the Administrative Agent, the Issuing Banks and the Lenders that on and as of the Amendment Effective Date:

(a) each representation and warranty made by any Credit Party contained in the Existing Credit Agreement or in the other Credit Documents is true and correct in all material respects (except for representations and warranties that are qualified by a materiality qualifier, which shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for representations and warranties that are qualified by a materiality qualifier, which shall be true and correct in all respects) as of such earlier date;

(b) each Credit Party executing this Amendment has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment;

(c) the Existing Credit Agreement and each other Credit Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law); and

(d) no Default, Event of Default or Borrowing Base Deficiency exists under the Existing Credit Agreement or any of the other Credit Documents.

SECTION 5. Ratification; Reaffirmation of Security Documents.

(a) Each of Holdings, the Borrower and each other Credit Party hereby ratifies and confirms, on and as of the Amendment Effective Date, (i) the covenants and agreements contained in each Credit Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Amendment and the transactions contemplated thereby and (ii) all of the Obligations under the Existing Credit Agreement and the other Credit Documents.

(b) Each of Holdings, the Borrower and each other Credit Party (i) reaffirms the terms of and its obligations (and the security interests granted by it) under each Security Document, and agrees that each such Security Document will continue in full force and effect to secure the Obligations as the same may be amended, supplemented, or otherwise modified from time to time and (ii) acknowledges, represents, warrants and agrees that the Liens and security interests granted by it pursuant to the Security Documents are valid and subsisting and create a security interest to secure the Obligations.

SECTION 6. Effectiveness. This Amendment shall become effective (the “Amendment Effective Date”) upon receipt by the Administrative Agent of executed counterparts of this Amendment from Holdings, the Borrower, each other Credit Party, the Administrative Agent, and the Lenders constituting at least the Required Lenders.

SECTION 7. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic transmission, i.e. a “pdf” or a “tif”), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

SECTION 8. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9. Integration. This Amendment and the other Credit Documents represent the agreement of the Borrower, the Guarantors, the Collateral Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Guarantors, the Collateral Agent, the Administrative Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

SECTION 10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 11. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted under the Existing Credit Agreement and the Credit Agreement, as applicable (including any Affiliate of each Issuing Bank that issues any Letter of Credit).

SECTION 12. Miscellaneous. (a) On and after the Amendment Effective Date, each reference in each Credit Document to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended, waived or otherwise modified by this Amendment and (b) this Amendment is a Credit Document executed pursuant to the Existing Credit Agreement and the Credit Agreement, as applicable, and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement and the Credit Agreement, as applicable.

(Remainder of Page Left Intentionally Blank)

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the Amendment Effective Date.


TALOS ENERGY INC.,
as Holdings

By:		/s/ Sergio Maiworm
Name: Sergio Maiworm Title: Chief Financial Officer and Executive Vice President

TALOS PRODUCTION INC.,
as the Borrower

By:		/s/ Sergio Maiworm
Name: Sergio Maiworm
Title: Chief Financial Officer and Executive Vice President