8-K
filed October 9, 2024, 7:59 PM ET
CIK 0000061398
M&A
confidence high
sentiment neutral
materiality 0.90
TELLURIAN INC. /DE/: M&A transaction — Woodside completes $1.2B acquisition of Tellurian; TELL shareholders receive $1.00/share
TELLURIAN INC. /DE/
- Merger closed Oct 8, 2024; Tellurian shareholders receive $1.00 per share in cash, common stock delisted from NYSE.
- Woodside acquired Tellurian for ~$900M cash; implied enterprise value ~$1.2B including debt, preferred equity.
- Driftwood LNG renamed Woodside Louisiana LNG; target FID readiness from Q1 2025.
- All former Tellurian directors and officers resigned; replaced by Woodside appointees.
- Tellurian's 8.25% Senior Notes due 2028 to be redeemed at $25.75/note plus accrued interest on Nov 8, 2024.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Kalms was appointed as President at TELLURIAN INC. /DE/.
- Action
- appointed
- Role
- President
Exact text from the filing
Daniel Kalms became the President of the Company (as the surviving corporation)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel A. Belhumeur resigned as President, Tellurian Inc. at TELLURIAN INC. /DE/.
- Action
- resigned
- Role
- President, Tellurian Inc.
Exact text from the filing
the Company and the Company’s subsidiary, Tellurian Services LLC (“ Employer ”), entered into a separation agreement and general release with each of Daniel A. Belhumeur, President, Tellurian Inc.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Kalms was appointed as Director at TELLURIAN INC. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
at the Effective Time, Daniel Hamilton, Daniel Kalms and Vanessa Martin became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Hamilton was appointed as Director at TELLURIAN INC. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
at the Effective Time, Daniel Hamilton, Daniel Kalms and Vanessa Martin became the directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vanessa Martin was appointed as Director at TELLURIAN INC. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
at the Effective Time, Daniel Hamilton, Daniel Kalms and Vanessa Martin became the directors of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
TELLURIAN INC. /DE/: Amended and restated the certificate of incorporation in its entirety.
- Change
- charter amendment
Exact text from the filing
the certificate of incorporation of the Company was amended and restated in its entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
TELLURIAN INC. /DE/: Amended and restated the bylaws in their entirety.
- Change
- bylaw amendment
Exact text from the filing
Immediately after the Effective Time, the Company’s bylaws were amended and restated in their entirety by action of the Company’s board of directors.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
TELLURIAN INC. /DE/ underwent a change of control involving Woodside Energy Holdings (NA) LLC for $1.00 in cash (closed 2024-10-08).
- Action
- change of control
- Counterparty
- Woodside Energy Holdings (NA) LLC
- Consideration
- $1.00 in cash
- Closing
- 2024-10-08
Exact text from the filing
“Merger Agreement”), dated July 21, 2024, by and among the Tellurian, Woodside Energy Holdings (NA) LLC, a Delaware limited liability company (“Parent”), and Woodside Energy (Transitory) Inc., a Delaware corporation and wholly owned subsidiary of
View on SEC.gov
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