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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): March 18, 2024

 

 

TALOS ENERGY INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-38497   82-3532642
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (I.R.S. Employer
Identification Number)

333 Clay Street, Suite 3300

Houston, Texas 77002

(Address of Principal Executive Offices) (Zip Code)

(713) 328-3000

(Registrant’s Telephone Number, Including Area Code)

 

 

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communication 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

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 7.01.

Regulation FD Disclosure.

On March 18, 2024, Talos Production Inc. (“Talos Production”), a subsidiary of Talos Energy Inc. (the “Company”) entered into that certain Securities Purchase Agreement by and between TotalEnergies E&P USA, Inc. (“Total”) and Talos Production (the “Agreement”). The Agreement provides for, among other things, the sale and transfer to Total of all of the membership interests of the Company’s wholly owned subsidiary, Talos Low Carbon Solutions LLC (“TLCS”) and all of TLCS’ wholly owned subsidiaries (the “TLCS Sale”). The TLCS Sale also closed on March 18, 2024.

The TLCS Sale includes the Company’s entire carbon capture and sequestration (“CCS”) business, including its three projects along the U.S. Gulf Coast: Bayou Bend CCS LLC, Harvest Bend CCS LLC and Coastal Bend CCS LLC.

On March 18, 2024, the Company issued a press release announcing the TLCS Sale. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

On March 18, 2024, the Company posted a new investor presentation on its website, www.talosenergy.com. A copy of the presentation can be viewed at the Company’s website by first selecting “Investors,” then selecting the “Events & Presentations” tab. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

  

Description

99.1    Press Release, dated March 18, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 18, 2024

 

TALOS ENERGY INC.
By:  

/s/ William S. Moss III

Name:   William S. Moss III
  Executive Vice President, General Counsel and Secretary

 

3

EX-99.1 2 d789110dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Talos Energy Announces Divestiture of Talos Low Carbon Solutions Subsidiary to TotalEnergies

Houston, Texas, March 18, 2024 – Talos Energy Inc. (“Talos”) (NYSE: TALO) today announced that it has entered into an agreement for the sale of its wholly owned subsidiary, Talos Low Carbon Solutions LLC (“TLCS”), to TotalEnergies E&P USA, Inc. (“TotalEnergies”) for a purchase price of $125 million plus customary reimbursements, adjustments and retention of cash, combined totaling approximately $148 million. The transaction was based on an effective date of January 1, 2024 and will close later today. Talos intends to use the proceeds from the sale to immediately repay borrowings under its credit facility and for general corporate purposes.

The sale includes Talos’s entire carbon capture and sequestration (“CCS”) business, including its three projects along the U.S. Gulf Coast: Bayou Bend CCS LLC, Harvest Bend CCS LLC (“Harvest Bend”) and Coastal Bend CCS LLC (“Coastal Bend”). Talos may realize additional future cash payments upon achievement of certain milestones at the Harvest Bend or Coastal Bend projects or upon a subsequent sale of these projects by TotalEnergies. Robin Fielder, Talos Executive Vice President, Low Carbon Strategy and Chief Sustainability Officer, will continue to serve in her role for a transition period before leaving Talos to pursue other opportunities.

Talos President and Chief Executive Officer Timothy S. Duncan stated: “Since TLCS’s inception, we have successfully applied our energy expertise as an early mover aimed at developing decarbonization solutions along the U.S. Gulf Coast. Strong market interest during our capital raise provided the strategic option to fully monetize the business to TotalEnergies, an established global leader in CCS development. Robin and our entire CCS team did an outstanding job crystallizing value for Talos shareholders for a strong financial return. The transaction will further enable Talos to prioritize cash flow generation and optimal capital allocation in our core Upstream business. We are also continuing to explore business development and strategic M&A opportunities.”

Morgan Stanley & Co. LLC served as financial advisor to Talos and Latham & Watkins LLP served as legal advisor to Talos.

ABOUT TALOS ENERGY

Talos Energy (NYSE: TALO) is a technically driven, innovative, independent energy company focused on maximizing long-term value through its Upstream Exploration & Production business in the United States Gulf of Mexico and offshore Mexico. We leverage decades of technical and offshore operational expertise to acquire, explore, and produce assets in key geological trends while maintaining a focus on safe and efficient operations, environmental responsibility and community impact. For more information, visit www.talosenergy.com.

INVESTOR RELATIONS CONTACT

investor@talosenergy.com

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This communication may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this communication, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. 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. 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, potential adverse reactions or competitive responses to our acquisitions, dispositions and other transactions; changes in market conditions affecting the oil and gas industry or long-term oil and gas price levels; political or regulatory developments; reservoir performance; the outcome of future exploration efforts; timely completion of development projects; technical or operating factors; the uncertainty inherent in projecting ultimate recoverable resources and future rates of production and cash flows and access to capital; and the other risks discussed in our Annual Report on Form 10-K for the year ended December 31, 2023. 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.

 

 

Talos Energy Inc.    333 Clay St., Suite 3300, Houston, TX 77002