Acquisitions and Divestitures | Note 2 — Acquisitions and Divestitures Acquisitions — Business Combinations Acquisitions qualifying as business combinations are accounted for under the acquisition method of accounting, which requires, among other items, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. QuarterNorth Acquisition — On March 4, 2024 , the Company completed the acquisition of QuarterNorth Energy Inc. (“QuarterNorth”), a privately-held U.S. Gulf of Mexico exploration and production company (the “QuarterNorth Acquisition,” and the merger agreement related thereto, the “QuarterNorth Merger Agreement”) for consideration consisting of (i) $ 1,247.4 million in cash and (ii) 24.3 million shares of the Company’s common stock valued at $ 322.6 million. The cash payment was partially funded with a January 2024 underwritten public offering of 34.5 million shares of the Company’s common stock, borrowings under the Bank Credit Facility and the New Senior Notes (as defined in Note 7 — Debt ). The following table summarizes the purchase price (in thousands except share and per share data): Shares of Talos common stock 24,349,452 Talos common stock price (1) $ 13.25 Common stock value $ 322,630 Cash consideration $ 1,247,419 Total purchase price (2) $ 1,570,049 (1) Represents the closing price of the Company’s common stock on March 4, 2024, the date of the closing of the QuarterNorth Acquisition. (2) Total purchase price net of $ 331.4 million cash and cash equivalents acquired at closing is $ 1,238.7 million. The following table presents the latest preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on March 4, 2024 (in thousands): Cash and cash equivalents $ 331,374 Other current assets 161,134 Property and equipment 1,624,632 Other long-term assets 20,780 Current liabilities: Current portion of asset retirement obligations ( 6,748 ) Other current liabilities ( 197,803 ) Long-term liabilities: Asset retirement obligations ( 192,771 ) Deferred tax liabilities ( 167,658 ) Other long-term liabilities ( 2,891 ) Allocated purchase price $ 1,570,049 The fair values determined for accounts receivable, accounts payable and other current assets and most current liabilities were generally equivalent to the carrying value due to their short-term nature. The fair value of proved oil and natural gas properties as of the acquisition date is based on estimated proved oil, natural gas and NGL reserves and related discounted future net cash flows incorporating market participant assumptions. Significant inputs to the valuation include estimates of future production volumes, future operating, development and plugging and abandonment costs, future commodity prices, and a weighted average cost of capital discount rate. When estimating the fair value of proved and unproved properties, additional risk adjustments were applied to proved developed non-producing, proved undeveloped and probable reserves to reflect the relative uncertainty of each reserve class. These inputs are classified as Level 3 unobservable inputs, including the underlying commodity price assumptions which are based on the three-year NYMEX forward strip prices, escalated for inflation thereafter, and adjusted for price differentials. The fair value of asset retirement obligations is determined by calculating the present value of estimated future cash flows related to the liabilities. The Company utilizes several assumptions, including a credit-adjusted risk-free interest rate, estimated costs of decommissioning services, estimated timing of when the work will be performed and a projected inflation rate. The fair values of derivative instruments were estimated using a third-party industry standard pricing model which considers various inputs such as quoted forward commodity prices, discount rates, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant data. The Company is still finalizing the fair value analysis related to the oil and natural gas properties, other well equipment, asset retirement obligations assumed, certain contingent liabilities and deferred tax liabilities arising from the assets acquired and liabilities assumed. The preliminary purchase price allocation will be subject to further refinement as the Company continues to refine its estimates and assumptions based on further information available at the acquisition date. These refinements may result in material changes to the estimated fair value of assets acquired and liabilities assumed. The Company anticipates finalizing the determination of fair values by December 31, 2024. The Company incurred approximately $ 21.6 million of acquisition-related costs in connection with the QuarterNorth Acquisition exclusive of severance expense, of which $ 18.6 million was recognized in the nine months ended September 30, 2024 and $ 3.0 million was recognized for the year ended December 31, 2023. These costs were reflected in “General and administrative expense” on the Condensed Consolidated Statements of Operations except for $ 4.9 million of fees associated with an unutilized bridge loan that was included in “Interest expense” on the Condensed Consolidated Statements of Operations during the nine months ended September 30, 2024 . Additionally, the Company incurred $ 22.3 million in severance expense in connection with the QuarterNorth Acquisition for the nine months ended September 30, 2024. See Note 9 — Employee Benefits Plans and Share-Based Compensation for additional discussion. The following table presents revenue and net income attributable to the QuarterNorth Acquisition for the three months ended September 30, 2024 and the period from March 4, 2024 to September 30, 2024: Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Revenue $ 150,538 $ 367,644 Net income (loss) $ 12,518 $ 74,817 Pro Forma Financial Information (Unaudited) — The following supplemental pro forma financial information (in thousands, except per common share amounts), presents the condensed consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 as if the QuarterNorth Acquisition had occurred on January 1, 2023. The unaudited pro forma information was derived from historical statements of operations of the Company and QuarterNorth adjusted to include (i) depletion expense applied to the adjusted basis of the oil and natural gas properties acquired, (ii) interest expense to reflect borrowings under the Bank Credit Facility and New Senior Notes, (iii) general and administrative expense adjusted for transaction related costs incurred (including severance), (iv) weighted average basic and diluted shares of common stock outstanding from the issuance of 24.3 million shares of common stock as partial consideration for the QuarterNorth Acquisition and (v) weighted average basic and diluted shares of common stock outstanding from the issuance of 34.5 million shares of common stock from the underwritten public offering in January 2024 that partially funded the cash portion of the QuarterNorth Acquisition. Supplemental pro forma earnings for the three and nine months ended September 30, 2023 were adjusted to include nil and $ 31.7 million of general and administrative expenses, respectively. Supplemental pro forma earnings for the three and nine months ended September 30, 2024 were adjusted to exclude $ 0.2 million and $ 31.7 million of general and administrative expenses, respectively. This information does not purport to be indicative of results of operations that would have occurred had the QuarterNorth Acquisition occurred on January 1, 2023, nor is such information indicative of any expected future results of operations (in thousands, except for the per share data). Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenue $ 509,286 $ 583,984 $ 1,615,652 $ 1,576,869 Net income (loss) $ 88,315 $ ( 5,580 ) $ ( 3,256 ) $ 87,709 Basic net income (loss) per common share $ 0.49 $ ( 0.03 ) $ ( 0.02 ) $ 0.49 Diluted net income (loss) per common share $ 0.49 $ ( 0.03 ) $ ( 0.02 ) $ 0.49 EnVen Acquisition — On February 13, 2023 , the Company completed the acquisition of EnVen Energy Corporation (“EnVen”), a private operator in the Deepwater U.S. Gulf of Mexico (the “EnVen Acquisition,” and the merger agreement related thereto, the “EnVen Merger Agreement”) for consideration consisting of (i) $ 207.3 million in cash, (ii) 43.8 million shares of the Company’s common stock valued at $ 832.2 million and (iii) the effective settlement of an accounts receivable balance of $ 8.4 million . No gain or loss was recognized on settlement as the payable was effectively settled at the recorded amount. The cash payment was partially funded with borrowings under the Bank Credit Facility. The Company incurred approximately $ 21.8 million of acquisition-related costs in connection with the EnVen Acquisition exclusive of severance expense, of which $ 12.8 million was recognized during the nine months ended September 30, 2023 , and reflected in “General and administrative expense” on the Condensed Consolidated Statements of Operations. Additionally, the Company incurred $ 0.9 million and $ 24.9 million in severance expense in connection with the EnVen Acquisition for the three and nine months ended September 30, 2023, respectively. The following table presents revenue and net income (loss) attributable to the EnVen Acquisition for the three months ended September 30, 2023 and the period from February 13, 2023 to September 30, 2023 (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Revenue $ 126,358 $ 301,999 Net income (loss) $ 37,790 $ 57,578 Pro Forma Financial Information (Unaudited) — The following supplemental pro forma financial information (in thousands, except per common share amounts), presents the condensed consolidated results of operations for the three and nine months ended September 30, 2023 as if the EnVen Acquisition had occurred on January 1, 2022. The unaudited pro forma information was derived from historical statements of operations of the Company and EnVen adjusted to include (i) depletion expense applied to the adjusted basis of the oil and natural gas properties acquired, (ii) interest expense to reflect borrowings under the Bank Credit Facility and to adjust the amortization of the premium of the 11.75 % Notes (as defined in Note 7 — Debt ), (iii) general and administrative expense adjusted for transaction related costs incurred (including severance), (iv) other income (expense) to adjust the accretion of the discount on the two notes receivable to settle future asset retirement obligations and (v) weighted average basic and diluted shares of common stock outstanding from the issuance of 43.8 million shares of common stock as partial consideration for the EnVen Acquisition. Supplemental pro forma earnings for the three and nine months ended September 30, 2023 were adjusted to exclude $ 0.8 million and $ 64.9 million of general and administrative expenses, respectively. This information does not purport to be indicative of results of operations that would have occurred had the EnVen Acquisition occurred on January 1, 2022, nor is such information indicative of any expected future results of operations (in thousands, except for the per share data). Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Revenue $ 383,136 $ 1,124,970 Net income (loss) $ ( 1,483 ) $ 131,421 Basic net income (loss) per common share $ ( 0.01 ) $ 1.05 Diluted net income (loss) per common share $ ( 0.01 ) $ 1.04 Asset Acquisition Acquisitions accounted for as asset acquisitions require, among other items, the cost of the acquisition to be allocated to the assets acquired and liabilities assumed based on relative fair value basis. Acquisition of Working Interests in Monument Oil Discovery — The Company executed two separate definitive agreements to acquire a collective 21.4 % non-operated working interest in the Monument oil discovery (“Monument Project”) in the deepwater U.S. Gulf of Mexico located on certain Walker Ridge lease blocks. Cash consideration totaling $ 20.2 million, after customary closing adjustments, was paid on the closing dates of July 31, 2024 and August 2, 2024. An additional aggregate $ 24.4 million will be paid periodically in installments beginning January 1, 2025 through April 1, 2026. The Company allocated $ 42.6 million to proved properties. Deferred payments have been included in “Other current liabilities” and “Other long-term liabilities” on the Condensed Consolidated Balance Sheets at September 30, 2024 based on timing of the scheduled payment. The Monument Project will initially be developed with two subsea wells tied back to a third-party floating production system. Divestitures Talos Low Carbon Solutions Divestiture — On March 18, 2024 , the Company entered into a definitive agreement relating to and subsequently completed the sale of its wholly owned subsidiary, Talos Low Carbon Solutions LLC to TotalEnergies E&P USA, Inc. for a purchase price of $ 125.0 million plus customary reimbursements and adjustments, combined totaling approximately $ 142.0 million (the “TLCS Divestiture”). The TLCS Divestiture includes the Company’s entire CCS business including its equity investments in three projects along the U.S. Gulf Coast: Bayou Bend CCS LLC, Harvest Bend CCS LLC, and Coastal Bend CCS LLC. A gain of $ 100.4 million was recognized related to TLCS Divestiture during the nine months ended September 30, 2024 , which reflects a gain of $ 86.9 million recognized upon the close of the TLCS Divestiture during the three months ended March 31, 2024 and an incremental $ 13.5 million gain recognized during the three months ended September 30, 2024 related to certain contingent payments. The gain on the TLCS Divestiture is presented as “Other operating income (expense)” on the Condensed Consolidated Statements of Operations and the contingent payments are included in “Other current assets” and “Other assets” on the Condensed Consolidated Balance Sheets at September 30, 2024 based on timing of the expected receipt. The Company incurred approximately $ 6.0 million of costs in connection with the TLCS Divestiture exclusive of severance expense, of which $ 5.4 million was recognized during the nine months ended September 30, 2024 and reflected in “General and administrative expense” on the Condensed Consolidated Statements of Operations. Additionally, the Company incurred $ 3.7 million in severance expense in connection with the TLCS Divestiture for the nine months ended September 30, 2024. See Note 9 — Employee Benefits Plans and Share-Based Compensation for additional discussion. Mexico Divestiture — On September 27, 2023, the Company sold an equity interest in Talos Mexico (as defined in Note 6 — Equity Method Investments ) for cash consideration of $ 74.9 million at closing and contingent consideration due on first production from the Zama Field. A gain of $ 66.2 million was recognized in connection with the deconsolidation of Talos Mexico during three and nine months ended September 30, 2023 , which is included in “Other operating (income) expense” on the Condensed Consolidated Statements of Operations. |