Talos Energy Enters Material Definitive Agreement on Jan 17

TL;DR

**Talos Energy just signed a major deal, expect details soon that could move the stock.**

AI Summary

Talos Energy Inc. filed an 8-K on January 22, 2024, reporting a material definitive agreement entered into on January 17, 2024. This filing indicates a significant corporate event, likely an acquisition, divestiture, or major financing deal, given the 'Entry into a Material Definitive Agreement' and 'Regulation FD Disclosure' items. Investors should pay close attention to the details of this agreement, as it could substantially impact Talos Energy's future operations, financial health, and stock valuation, potentially leading to increased revenue, reduced debt, or strategic expansion.

Why It Matters

This filing signals a significant strategic move by Talos Energy, which could reshape its business, financial position, and future growth prospects, directly affecting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, creating uncertainty about its financial impact and strategic implications.

Analyst Insight

A smart investor would monitor Talos Energy's news and subsequent SEC filings closely for the specific terms of this material definitive agreement, as its nature will dictate the long-term impact on the company's valuation and strategic direction.

Key Players & Entities

• Talos Energy Inc. (company) — the registrant filing the 8-K
• January 17, 2024 (date) — date of the earliest event reported
• January 22, 2024 (date) — date the 8-K was filed
• 001-38497 (number) — Commission File Number for Talos Energy Inc.
• TALO (company) — trading symbol for Talos Energy Inc. on NYSE

Forward-Looking Statements

• Talos Energy will release more specific details about the material definitive agreement in a subsequent filing or press release. (Talos Energy Inc.) — high confidence, target: Q1 2024
• The agreement will likely involve an acquisition, divestiture, or significant financing given the 'material definitive agreement' and 'Regulation FD Disclosure' items. (Talos Energy Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.01 — 0,000 shares of common stock, par value $0.01 per share, of the Company (the "Common
• $388.0 million — ompany intends to use the approximately $388.0 million of net proceeds from the Offering to fu

Filing Documents

• d735205d8k.htm (8-K) — 31KB
• d735205dex11.htm (EX-1.1) — 192KB
• d735205dex51.htm (EX-5.1) — 9KB
• d735205dex991.htm (EX-99.1) — 11KB
• g735205g0119134119585.jpg (GRAPHIC) — 2KB
• g735205g0119134119943.jpg (GRAPHIC) — 1KB
• g735205g0119134244485.jpg (GRAPHIC) — 3KB
• 0001193125-24-011676.txt ( ) — 426KB
• talo-20240117.xsd (EX-101.SCH) — 3KB
• talo-20240117_lab.xml (EX-101.LAB) — 18KB
• talo-20240117_pre.xml (EX-101.PRE) — 11KB
• d735205d8k_htm.xml (XML) — 3KB

01

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 Q

01

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.

Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR