| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 29, 2022, Riverstone Talos Energy Equityco LLC, a Delaware limited liability company, Riverstone Talos Energy Debtco LLC, a Delaware limited liability company, Riverstone V FT Corp Holdings, L.P., a Delaware limited partnership, ILX Holdings, LLC, a Delaware limited liability company, ILX Holdings II, LLC, a Delaware limited liability company, ILX Holdings III LLC, a Delaware limited liability company, Riverstone V Castex 2014 Holdings, L.P., a Delaware limited partnership, REL US Partnership, LLC, a Delaware limited liability company (collectively, the “Riverstone Funds”), on the one hand, and Talos Energy Inc., a Delaware corporation (the “Company”), on the other hand, and for the limited purposes set forth in Section 2.1(a) therein, AP Talos Energy LLC, a Delaware limited liability company, AP Talos Energy Debtco LLC, a Delaware limited liability company, AP Overseas Talos Holdings Partnership, LLC, a Delaware limited liability company, AIF VII (AIV), L.P., a Delaware limited partnership, ANRP DE Holdings, L.P., a Delaware limited partnership (collectively, the “Apollo Funds”), entered into the Amended and Restated Stockholders’ Agreement, in connection with the resignation of Olivia Wassenaar, Rajen Mahagoakar and Christine Hommes from the Company’s Board of Directors (the “Amended and Restated Stockholders’ Agreement”).
The Amended and Restated Stockholders’ Agreement amended and restated the Stockholders’ Agreement, as amended, that had been entered into in connection with the business combination of Talos Energy LLC and Stone Energy Corporation on May 10, 2018 (the “Previous Stockholders’ Agreement”). The Amended and Restated Stockholders’ Agreement, among other things, (i) terminates the rights of the Apollo Funds under the Previous Stockholders’ Agreement and (ii) eliminates the requirement that the Board of Directors consist of ten members.
The Riverstone Funds have agreed to vote their shares of our common stock in favor of any nominee designated and nominated for election to the Board of Directors in accordance with the terms of the Amended and Restated Stockholders’ Agreement and in a manner consistent with the recommendation of the Nominating and Governance Committee with respect to all other nominees.
The foregoing description of the Amended and Restated Stockholders’ Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Stockholders’ Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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Exhibit
Number | | Description of Exhibit |
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| 4.1 | | Amended and Restated Stockholders’ Agreement, dated as of March 29, 2022, by and among Talos Energy Inc., Riverstone Talos Energy Debtco LLC, Riverstone V FT Corp Holdings, L.P., ILX Holdings, LLC, ILX Holdings II, LLC, ILX Holdings III LLC, Riverstone V Castex 2014 Holdings, L.P., REL US Partnership, LLC, and for the limited purposes set forth in Section 2.1(a), AP Talos Energy LLC, AP Talos Energy Debtco LLC, AP Overseas Talos Holdings Partnership, LLC, AIF VII (AIV), L.P. and ANRP DE Holdings, L.P. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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