UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Tellurian Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
87968A104
(CUSIP Number of Class of Securities)
David J. Snyderman
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 24, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 87968A104 | SCHEDULE 13D | Page 2 of 11 |
| 1. | NAME OF REPORTING PERSON:
Magnetar Financial LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS
OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
NUMBER OF BENEFICIALLY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 46,138,946 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 46,138,946 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,138,946 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.15% |
| 14. | TYPE OF REPORTING PERSON
IA; OO |
| CUSIP No. 87968A104 | SCHEDULE 13D | Page 3 of 11 |
| 1. | NAME OF REPORTING PERSON:
Magnetar Capital Partners LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS
OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
NUMBER OF BENEFICIALLY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 46,138,946 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 46,138,946 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,138,946 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.15% |
| 14. | TYPE OF REPORTING PERSON
HC; OO |
| CUSIP No. 87968A104 | SCHEDULE 13D | Page 4 of 11 |
| 1. | NAME OF REPORTING PERSON:
Supernova Management LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS
OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
NUMBER OF BENEFICIALLY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 46,138,946 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 46,138,946 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,138,946 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.15% |
| 14. | TYPE OF REPORTING PERSON
HC; OO |
| CUSIP No. 87968A104 | SCHEDULE 13D | Page 5 of 11 |
| 1. | NAME OF REPORTING PERSON:
David J. Snyderman | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS
OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
NUMBER OF BENEFICIALLY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 46,138,946 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 46,138,946 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,138,946 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
5.15% |
| 14. | TYPE OF REPORTING PERSON
HC; IN |
SCHEDULE 13D
| item 1. | security and issuer |
This Schedule 13D (this “Statement”) relates to the Common Stock, $0.01 par value (the “Shares”), of TELLURIAN INC., a company incorporated in Delaware (the “Company”). The principal executive offices of the Company is 1201 Louisiana Street, Suite 3100 Houston, Texas 77002.
| Item 2. | identity and background |
(a) The persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and David J. Snyderman (“Mr. Snyderman”) (collectively, the “Reporting Persons”).
This Statement relates to Shares held for the accounts of each of (i) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”), (ii) Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”), (iii) Magnetar Relative Value Master Fund Ltd, a Cayman Islands exempted company, (“Relative Value Master Fund”), collectively (the “Funds”).
Magnetar Financial is a Securities and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman.
(b) The business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c) Each of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of Magnetar Capital Partners; and Mr. Snyderman is a citizen of the United States of America, manager of Supernova Management and Chief Executive Officer of Magnetar Financial.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Magnetar Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is a Delaware limited liability company. Mr. Snyderman is a citizen of the United States of America.
| Item 3. | source and amount of funds or other consideration |
The aggregate amount of funds used by the Reporting Persons in purchasing the 46,138,946 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, which may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $43,722,991.62 (excluding commissions and other execution-related costs).
| ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired the 46,138,946 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).
Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect to any or all of the matters referred to in this Item 4.
Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The Company reported in their Merger Agreement filed July 22, 2024, 894,959,536 shares outstanding as of July 21, 2024.
(a) As of the close of business July 29, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 46,138,946 Shares, which consisted of (i) 33,567,203 Shares held for the benefit of PRA Master Fund and (ii) 10,459,602 Shares held for the benefit of Systematic Master Fund, and (iii) 2,112,141 Shares held for the benefit of Relative Value Master Fund, and all such Shares represented beneficial ownership of approximately 5.15% of the Shares.
(b) As of the close of business July 29, 2024, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 46,138,946 Shares, which consisted of (i) 33,567,203 Shares held for the benefit of PRA Master Fund, (ii) 10,459,602 Shares held for the benefit of Systematic Master Fund, and (iii) 2,112,141 Shares held for the benefit of Relative Value Master Fund, and all such Shares represented beneficial ownership of approximately 5.15% of the Shares.
(c) Except as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth on Schedule A were effected in open market transactions on the NYSE and various other trading markets.
As disclosed by the Company in the 8-K filed with the SEC on July 22, 2024:
Merger Agreement
On July 21, 2024, Tellurian Inc. (“Tellurian” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Woodside Energy Holdings (NA) LLC, a Delaware limited liability company (“Parent”), and Woodside Energy (Transitory) Inc., a Delaware corporation (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Tellurian (the “Merger”), with Tellurian continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent.
In connection with the entry into the Merger Agreement, Tellurian’s board of directors (the “Board”) unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders; (b) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (c) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (d) resolved to recommend approval and adoption of the Merger Agreement by its stockholders; and (e) directed that the Merger Agreement be submitted to the stockholders of the Company for its approval and adoption.
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.
| Item 6. | contracts, arrangements, understandings or relationships with respect to the securities of the issuer |
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, and any amendment or amendments hereto.
Except as otherwise described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or any other person or entity.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 30, 2024
| magnetar financial llc | ||
| By: Magnetar Capital Partners LP, its Sole Member | ||
| By: Supernova Management LLC, its General Partner | ||
| By: | /s/ Hayley Stein | |
| Name: | Hayley Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC | |
| magnetar capital partners LP | ||
| By: Supernova Management LLC, its General Partner | ||
| By: | /s/ Hayley Stein | |
| Name: | Hayley Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC | |
| supernova management llc | ||
| By: | /s/ Hayley Stein | |
| Name: | Hayley Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager | |
| DAVID J. SNYDERMAN | ||
| By: | /s/ Hayley Stein | |
| Name: | Hayley Stein | |
| Title: | Attorney-in-fact for David J. Snyderman | |
SCHEDULE A
Funds
| Date | Number of Shares Bought | Price Per Share($) (1)(2) |
| 7/22/2024 | 22,138,113 | 0.91500 (3) |
| 7/23/2024 | 15,368,175 | 0.94740 (4) |
| 7/24/2024 | 8,632,658 | 0.94851 (5) |
(1) Excludes commissions and other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.
(3) Reflects a weighted average purchase price of $0.91500 per share, at prices ranging from $0.16 to $0.95 per share.
(4) Reflects a weighted average purchase price of $0.94740 per share, at prices ranging from $0.94 to $0.95 per share.
(5) Reflects a weighted average purchase price of $0.94851 per share, at prices ranging from $0.94 to $0.95 per share.
EXHIBIT INDEX