Item 8.01Other Events.
In connection with a Registration Statement on Form S-3ASR to be filed by Tellurian Inc. (“Tellurian” or the “Company”) on or about December 30, 2022 that will replace the Company’s Registration Statement on Form S-3ASR (File No. 333-235793) scheduled to expire on January 3, 2023, the Company is filing this Current Report on Form 8-K (this “8-K”) to retrospectively revise the consolidated financial statements of the Company that were included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2022, in order to give effect to a change in segment reporting. This 8-K will permit us to incorporate the retrospectively revised financial statements by reference, or otherwise, in future SEC filings.
As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (as filed with the SEC on August 3, 2022), beginning with the second quarter of fiscal year 2022, the Company began reporting its operating results through three reportable segments: Upstream, Midstream and Marketing & Trading. Previously, the Company had operated as a single operating and reportable segment.
In Exhibit 99.1 to this 8-K, pursuant to guidance provided by the staff of the SEC, the Company has updated, to the extent applicable, the following sections of the 2021 10-K to reflect the revised segment presentation:
| · | Part I, Items 1 and 2 (Our Business and Properties); |
| · | Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations); and |
| · | Part II, Item 8 (Financial Statements and Supplementary Data). |
The information in Exhibit 99.1 of this 8-K updates the 2021 10-K solely for changes in the Company’s reportable segment information and the related impact to segment disclosures. There are no changes to other disclosures presented in the 2021 10-K, including the Company’s previously reported consolidated balance sheets, statements of operations, statements of stockholders’ equity, and statements of cash flows included in the 2021 10-K. No items in the 2021 10-K other than those identified above are being updated by this 8-K. Information in the 2021 10-K is generally stated as of December 31, 2021, and this 8-K does not reflect any subsequent information or events other than the change in segment reporting noted above. Without limiting the foregoing, this 8-K does not purport to update Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the 2021 10-K for any information, uncertainties, transactions, risks, events, or trends occurring, or known to management, other than the events described above. More current information is contained in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 and other filings with the SEC. Exhibit 99.1 should be read in conjunction with the 2021 10-K, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, and any other documents that the Company has filed with the SEC since August 3, 2022.
