Exhibit 99.1
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Talos Announces Launch of Consent Solicitation to Holders of its Second-Priority Senior Secured Notes Due 2026
Houston, Texas, October 21, 2022 - Talos Energy Inc. (the “Company” or “Talos Energy”) (NYSE: TALO) today announced that Talos Production Inc. (“Talos Production”), a wholly owned subsidiary of the Company, has commenced a consent solicitation (the “Consent Solicitation”) to solicit the consent of holders of its outstanding 12.00% Second-Priority Senior Secured Notes due 2026 (the “Notes”) for amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”).
AMENDMENT & CONSENT
As previously announced, on September 21, 2022, the Company entered into that certain Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), among the Company, Talos Production, EnVen Energy Corporation, a Delaware corporation (“EnVen”), and the other parties thereto. Talos Production is conducting the Consent Solicitation to obtain the requisite holder consents to certain amendments to the Indenture to permit the incurrence of indebtedness in respect of EnVen’s 11.750% Senior Secured Second Lien Notes due 2026 (the “EnVen Notes”). If the Proposed Amendments become operative and the Merger Closing (as defined in the consent solicitation statement, dated October 21, 2022 (the “Consent Solicitation Statement”)) occurs, it is expected that the Notes will receive a second lien on the assets securing the EnVen Notes. The effectiveness of the Proposed Amendments is not a condition to the consummation of the transactions contemplated by the Merger Agreement. If the Merger Closing does not occur by June 21, 2023 (subject to extension under certain circumstances), the Merger Agreement may be terminated by Talos Energy or EnVen. If the Merger Agreement is terminated, the Company will not incur the indebtedness in respect of the EnVen Notes.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on October 27, 2022, or such later time and date to which the solicitation is extended or earlier terminated (the “Expiration Time”). Consents with respect to the Notes may not be revoked after the consent date, which is the earlier of (a) the date on which a supplemental indenture to the Indenture setting forth the Proposed Amendments is executed and (b) the Expiration Time. The Consent Solicitation is contingent upon the satisfaction of certain conditions, including, without limitation, the receipt of consents of holders of more than 50% of the aggregate principal amount of the Notes outstanding (excluding any Notes held by Talos Production, any guarantor of the Notes or their respective affiliates) (the “Requisite Consents”) to the Proposed Amendments by the Expiration Time.
As of October 20, 2022, holders of approximately 45% in principal amount of the outstanding Notes had expressed their intention to consent to the Proposed Amendments. If any of the conditions to the Consent Solicitation is not satisfied, Talos Production is not obligated to accept any consent in the Consent Solicitation and may, in its sole discretion, terminate, extend or amend the Consent Solicitation.
Subject to the terms and conditions of the Consent Solicitation, Talos Production is offering holders of Notes who validly deliver (and do not validly revoke) their consents prior to the Expiration Time (each such holder a “Consenting Holder”) consent consideration equal to $5.00 per $1,000 in principal amount of Notes held by such Consenting Holder (the “Consent Fee”). The payment of the Consent Fee is subject to the terms and conditions of the Consent Solicitation, Talos Production obtaining the Requisite Consents and the occurrence of the Second Merger (as defined in the Consent Solicitation Statement). The Proposed Amendments will become operative only upon the consummation of the Second Merger and the payment of the Consent Fee. The Consent Fee is expected to be paid substantially concurrently with the Merger Closing.
The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement that is being sent to the holders of the Notes.
J.P. Morgan Securities LLC (“J.P. Morgan”) is serving as the lead solicitation agent and each of Capital One Securities, Inc., Citigroup Global Markets Inc., DNB Markets, Inc., Mizuho Securities USA LLC, Natixis Securities Americas LLC and SG Americas Securities, LLC are serving as co-solicitation agents in connection with the Consent Solicitation. D.F. King & Co., Inc. (“D.F. King”) is serving as the information agent and tabulation agent in connection with the Consent Solicitation. Questions regarding the terms of the Consent Solicitation may be directed to J.P. Morgan at (866) 834-4666 (toll free). Questions or requests for assistance in completing and delivering a consent or requests for copies of the Consent Solicitation Statement may be directed to D.F. King at (800) 628-8510 (toll free) or by email to talos@dfking.com.
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