--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-036585" form_type: "8-K" ticker: "TALO" cik: "0001724965" company_name: "TALOS ENERGY INC." filed_at: "2023-02-14T23:59:59+00:00" generated_at: "2026-06-19T14:10:27.917055+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Talos closes acquisition of EnVen for 43.8M shares plus $212.5M cash; shares outstanding ~126.4M ## Summary - Talos issued 43.8M shares and paid $212.5M cash to acquire EnVen; post-closing shares outstanding ~126.37M, market cap ~$2.5B. - Talos assumes EnVen's $257.5M 11.75% senior secured second lien notes; EnVen entities guarantee Talos' $650M 12.00% notes. - Robert Tichio resigns from board; Shandell Szabo and Richard Sherrill appointed as independent directors, expanding board to eight. - Combined company 2023 guidance to be provided with Q4 2022 earnings on February 28, 2023. - Amended charter declassifies board by 2025 annual meeting and removes certain stockholder agreement provisions. ## SEC filing metadata - accession: 0001193125-23-036585 - form_type: 8-K - ticker: TALO - cik: 0001724965 - company_name: TALOS ENERGY INC. - filed_at: 2023-02-14T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 1.02, 2.01, 3.03, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/d446153d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-036585 - JSON: https://secwatch.observer/filing/0001193125-23-036585.json - Plain text: https://secwatch.observer/filing/0001193125-23-036585.txt ## Key facts - Debt Financings TALOS ENERGY INC. incurred senior notes of $650,000,000 aggregate principal amount of Talos Notes at 12.00% maturing due 2026. - Instrument: senior notes - Principal: $650,000,000 aggregate principal amount of Talos Notes - Rate: 12.00% - Maturity: due 2026 - Event: incurrence source text: of the completion of the Mergers, the EnVen Entities agreed to unconditionally guarantee all of Talos Production’s obligations under the Talos Indenture. As of the Closing Date, $650,000,000 aggregate principal amount of Talos Notes are outstanding. The Talos Notes are senior secured second lien obligations of Talos Production, the EnVen Entities and the Talos evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - Debt Financings TALOS ENERGY INC. incurred senior notes of $257,500,000 aggregate principal amount of EnVen Notes at 11.750% maturing due 2026. - Instrument: senior notes - Principal: $257,500,000 aggregate principal amount of EnVen Notes - Rate: 11.750% - Maturity: due 2026 - Event: incurrence source text: terms are defined therein), and the Talos Entities agreed to unconditionally guarantee all of Talos Production’s obligations under the EnVen Indenture. As of the Closing Date, $257,500,000 aggregate principal amount of EnVen Notes are outstanding. The EnVen Notes are senior secured second lien obligations of Talos Production, the EnVen Entities and the Talos evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - Executive change Richard Sherrill was appointed as Director at TALOS ENERGY INC.. - Action: appointed - Role: Director source text: Shandell Szabo and Richard Sherrill were appointed to fill the two vacancies on the Talos Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - Executive change Shandell Szabo was appointed as Director at TALOS ENERGY INC.. - Action: appointed - Role: Director source text: Shandell Szabo and Richard Sherrill were appointed to fill the two vacancies on the Talos Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - Executive change Robert Tichio resigned as Director at TALOS ENERGY INC.. - Action: resigned - Role: Director source text: Robert Tichio tendered his resignation from the Talos Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - Governance Changes TALOS ENERGY INC.: Amended and restated certificate of incorporation to declassify board, modify director removal, amend exclusive forum provisions, and make administrative changes (effective 2023-02-13). - Change: charter amendment - Effective: 2023-02-13 source text: On February 13, 2023, Talos filed with the Office of the Secretary of State of the State of Delaware the Second A&R Charter to (i) declassify the Talos Board from three classes to one class at the 2025 annual meeting of stockholders evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - Governance Changes TALOS ENERGY INC.: Approved second amended and restated bylaws effective at closing (effective 2023-02-13). - Change: bylaw amendment - Effective: 2023-02-13 source text: The Second A&R Bylaws became effective at the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - M&A Transactions TALOS ENERGY INC. completed an acquisition involving EnVen Energy Corporation for 43.8 million shares of common stock, par value $0.01 per share, of Talos ("Talos Common Stock") and $212.5 million in cash (closed 2023-02-13). - Action: acquisition - Counterparty: EnVen Energy Corporation - Consideration: 43.8 million shares of common stock, par value $0.01 per share, of Talos ("Talos Common Stock") and $212.5 million in cash - Closing: 2023-02-13 source text: immediately prior to the effective time of the First Merger (each term as defined in the Merger Agreement), their proportionate share of the aggregate merger consideration of (i) 43.8 million shares of common stock, par value $0.01 per share, of Talos (“Talos Common Stock”) and (ii) $212.5 million in cash, as adjusted pursuant to the terms of the Merger Agreement. The evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - Material Agreements TALOS ENERGY INC. terminated Stockholders' Agreement with Riverstone Holdings LLC valued at Stockholders' Agreement terminated concurrently with consummation of Mergers (effective 2023-02-13). - Action: termination - Counterparty: Riverstone Holdings LLC - Value: Stockholders' Agreement terminated concurrently with consummation of Mergers - Effective: 2023-02-13 source text: Concurrently with the consummation of the Mergers, pursuant to the Parent Support Agreement, dated as of September 21, 2022, by and among EnVen, Talos and affiliates of Riverstone Holdings LLC (the “Talos Support Agreement”), Riverstone Holdings LLC has (i) terminated that certain Amended & Restated Stockholders’ Agreement, dated as of March 29, 2022, among Talos, Riverstone Talos Energy EquityCo LLC, Riverstone Talos Energy DebtCo LLC, Riverstone V FT Corp Holdings, L.P., ILX Holdings II, LLC and Riverstone V Castex 2014 Holdings, L.P. (the “Stockholders’ Agreement”), and (ii) caused Mr. Robert Tichio to resign from the board of directors of Talos (the “Talos Board”), effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - Material Agreements TALOS ENERGY INC. entered into Supplemental Indentures with Wilmington Trust, National Association valued at Talos Production assumed rights and obligations of EnVen; EnVen Entities guaranteed Talos Production (effective 2023-02-13). - Action: entry - Agreement: notes offering - Counterparty: Wilmington Trust, National Association - Value: Talos Production assumed rights and obligations of EnVen; EnVen Entities guaranteed Talos Production - Effective: 2023-02-13 source text: On February 13, 2023, in connection with the Mergers, Talos Production, as successor by merger to EnVen, and Talos Production’s subsidiaries that are guarantors of the Talos Notes (as defined below) (the “Talos Entities”) entered into a second supplemental indenture (the “EnVen Supplemental Indenture”) to the Indenture, dated as of April 15, 2021 (as supplemented from time to time, the “EnVen Indenture”), by and among Energy Ventures GoM LLC, a Delaware limited liability company (the “EnVen Issuer”), EnVen Finance Corporation, a Delaware corporation (the “EnVen Co-Issuer ” and, together with the EnVen Issuer, the “EnVen Issuers”), EnVen, the other guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent, governing the 11.750% Senior Secured Second Lien Notes due 2026 issued by the EnVen Issuers (the “EnVen Notes”). evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm - Material Agreements TALOS ENERGY INC. entered into Letter Agreement with affiliates of Riverstone Holdings LLC valued at Parties agreed to execute and deliver additional documents to confirm termination of Stockholders' A (effective 2023-02-13). - Action: entry - Counterparty: affiliates of Riverstone Holdings LLC - Value: Parties agreed to execute and deliver additional documents to confirm termination of Stockholders' A - Effective: 2023-02-13 source text: In connection with the termination of Stockholders’ Agreement, Talos and certain affiliates of Riverstone Holdings LLC entered into a Letter Agreement, dated February 13, 2023 (the “Letter Agreement”), pursuant to which the parties thereto agreed to execute and deliver such additional documents and take all such further action as may be reasonably necessary to cause the Stockholders’ Agreement to be terminated without any further force and effect. evidence_url: https://www.sec.gov/Archives/edgar/data/1724965/000119312523036585/0001193125-23-036585-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.