TALOS PRODUCTION LLC
TALOS PRODUCTION FINANCE INC.
500 Dallas Street, Suite 2000
Houston, Texas 77002
September 14, 2018
BY EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Talos Production LLC
Talos Production Finance Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
Talos Production LLC (the “Company”), Talos Production Finance Inc. (the “Co-Issuer” and, together with the Company, the “Issuers”), Talos Energy Inc. and certain of the Company’s subsidiaries (collectively, the “Guarantors,” and the Guarantors, together with the Company, the “Co-Registrants”) have filed a registration statement on Form S-4 (the “Registration Statement”) for the proposed registration under the Securities Act of 1933, as amended (the “Securities Act”), of (i) $390,867,820 aggregate principal amount of the Issuers’ 11.00% Second-Priority Senior Secured Notes due 2022 (the “Exchange Notes”) to be offered in exchange (the “Exchange Offer”) for the Issuers’ outstanding 11.00% Second-Priority Senior Secured Notes due 2022 (the “Existing Notes”) and (ii) the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”). The Co-Registrants are registering the Exchange Notes and the Guarantees in reliance upon the position enunciated by the Staff of the Securities and Exchange Commission (the “Staff”) in Exxon Capital Holdings Corporation, SEC No-Action Letter (April 13, 1988), and in Morgan Stanley & Co. Incorporated, SEC No-Action Letter (June 5, 1991).
Each of the Co-Registrants represents that neither it nor any of its affiliates has entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of such Co-Registrants’ information and belief, each person participating in the Exchange Offer will be acquiring the Exchange Notes in its ordinary course of business and will have no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Co-Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired in the Exchange Offer, such person (i) could not rely on the Staff position enunciated in the aforementioned no
action letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. The Co-Registrants acknowledge that such a resale transaction by such person participating in the Exchange Offer pursuant to such arrangement or understanding for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K promulgated under the Securities Act.
The Co-Registrants will also make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that it is the position of the Staff that any broker-dealer that holds the Existing Notes for its own account acquired as a result of market-making activities or other trading activities, and that receives the Exchange Notes in exchange for the Existing Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes and must confirm that it has not entered into any arrangement or understanding with the Co-Registrants or any of their affiliates to distribute the Exchange Notes. Each such broker-dealer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes.
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Very truly yours,
Talos Energy Inc. Talos Production LLC Talos Production Finance Inc. Talos Energy Operating Company LLC Talos Energy Operating GP LLC Talos Energy Offshore LLC Talos ERT LLC CKB Petroleum, LLC Talos Gulf Coast LLC Talos Gulf Coast Offshore LLC Talos Gulf Coast Onshore LLC Talos Energy International LLC Talos Petroleum LLC Talos Management Intermediary LLC Talos Management Holdings LLC Talos Energy LLC Stone Energy Holding, L.L.C. Talos Resources LLC Talos Energy Phoenix LLC Talos Energy Holdings LLC Talos Argo Inc. | ||||
| By: | /s/ William S. Moss III | |||
| Name: | William S. Moss III | |||
| Title: | Executive Vice President and General Counsel | |||
[Exxon Capital Letter Signature Page]
