UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | June 28, 2022 | |
Tellurian Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-5507 | | 06-0842255 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
| 1201 Louisiana Street, Suite 3100, Houston, TX | | 77002 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code: | (832) 962-4000 | |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing 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 | | Trading symbol | | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | | TELL | | NYSE American LLC |
| | | | | |
| 8.25% Senior Notes due 2028 | | TELZ | | NYSE American LLC |
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. ¨
| Item 7.01 | Regulation FD Disclosure. |
On June 28, 2022, Tellurian Inc. (“Tellurian” or the “Company”) announced that, as of such date and based on current strip pricing as of June 24, 2022, it expects that the EBITDA, a non-U.S. GAAP financial measure, to be generated by Tellurian Production Holdings LLC, a wholly owned subsidiary of the Company, for full year 2023 will be approximately $400 million from natural gas production activities. This estimate is based on an approximately $300 million capital expenditure budget for 2023 that has not been approved by the Company’s board of directors.
The Company is unable to present a reconciliation of forward-looking EBITDA because certain components of the calculation are subject to change. Moreover, estimating the most directly comparable GAAP measure with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Company management believes that a forward-looking estimate of EBITDA is important to investors because it assists in the analysis of the Company’s ability to generate cash flows from operating activities. The estimate is a forward-looking statement within the meaning of U.S. federal securities laws and is subject to numerous risks and uncertainties, including those discussed in Item 1A of Part I of Tellurian’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022, and other Tellurian filings with the Securities and Exchange Commission. Although the Company may from time to time voluntarily update the forward-looking statement, the Company disclaims any commitment to do so except when required under applicable securities laws.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | TELLURIAN INC. |
| | | |
| Date: June 28, 2022 | By: | /s/ L. Kian Granmayeh |
| | Name: | L. Kian Granmayeh |
| | Title: | Executive Vice President and Chief Financial Officer |
