SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 22, 2021
Talos Energy Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
333 Clay Street, Suite 3300
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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
Name of Each Exchange
on Which Registered
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. ☐
Entry into a Material Definitive Agreement.
On June 22, 2021, 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 Sixth Amendment to Credit Agreement (the “Sixth Amendment”), which amended the Credit Agreement, dated as of May 10, 2018 (as amended by that certain Joinder, First Amendment to Credit Agreement, and Borrowing Base Reaffirmation Agreement, dated as of July 3, 2019, and as further amended by that certain Joinder, Commitment Increase Agreement, Second Amendment to Credit Agreement, Borrowing Base Redetermination Agreement, and Amendment to Other Credit Documents, dated as of December 10, 2019, and as further amended by that certain Third Amendment to Credit Agreement and Borrowing Base Redetermination Agreement, dated as of June 19, 2020, and as further amended by that certain Fourth Amendment to Credit Agreement and Borrowing Base Redetermination Agreement, dated as of December 7, 2020, and as further amended by that certain Fifth Amendment to Credit Agreement, dated as of December 16, 2020, and as further 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 $950 million and decrease the total commitments to $655 million, (ii) extend the initial maturity date from May 2022, which was subject to a springing maturity 120 days prior to the maturity date of the 11.00% Second-Priority Senor Secured Notes (such 120 days prior being December 4, 2021), if greater than $25.0 million of the notes or any permitted refinancing indebtedness in respect thereof was outstanding on such date, to November 2024 with no springing maturity, and (iii) amend certain other provisions of the Credit Agreement as more specifically set forth in the Sixth Amendment.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 relating to the Sixth Amendment is contained in Item 1.01 of this Current Report and is incorporated herein by reference.
Regulation FD Disclosure.
On June 22, 2021, the Company issued a press release announcing the completion of its successful extension of its credit facility to November 2024 and borrowing base redetermination. A copy of the press release is attached as Exhibit 99.1 to this Current Report and incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report 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.
Financial Statements and Exhibits.
Description of Exhibit
|99.1||Press Release, dated June 22, 2021.|
|104||Cover Page Interactive Data File (embedded within Inline XBRL document).|
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: June 22, 2021
|TALOS ENERGY INC.|
/s/ William S. Moss III
|Name:||William S. Moss III|
|Title:||Executive Vice President, General Counsel and Secretary|