TALOS ENERGY INC. incurred senior notes of $257,500,000 aggregate principal amount of EnVen Notes at 11.750% maturing due 2026.
“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”
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).
“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.”
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).
“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.”
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).
“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”).”
Richard Sherrill was appointed as Director at TALOS ENERGY INC..
“Shandell Szabo and Richard Sherrill were appointed to fill the two vacancies on the Talos Board.”
Shandell Szabo was appointed as Director at TALOS ENERGY INC..
“Shandell Szabo and Richard Sherrill were appointed to fill the two vacancies on the Talos Board.”
Robert Tichio resigned as Director at TALOS ENERGY INC..
“Robert Tichio tendered his resignation from the Talos Board.”
Shareholder Votes
TALOS ENERGY INC. shareholders approved Adjournment Proposal at the 2023-02-08 meeting.
“The Adjournment Proposal was approved by the Company's stockholders. The voting results were as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED 62,493,905 5,955,708 16,562”
Shareholder Votes
TALOS ENERGY INC. shareholders approved A&R Bylaws Proposal at the 2023-02-08 meeting.
“The A&R Bylaws Proposal was approved, on an advisory basis, by the Company's stockholders. The voting results were as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 67,996,809 447,629 21,737 0”
Shareholder Votes
TALOS ENERGY INC. shareholders approved Administrative and clarifying changes to charter at the 2023-02-08 meeting.
“Proposal 2E: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 68,062,023 372,681 31,471 0”
Shareholder Votes
TALOS ENERGY INC. shareholders approved Federal forum for Securities Act claims at the 2023-02-08 meeting.
“Proposal 2D: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 63,765,438 4,686,313 14,424 0”
Shareholder Votes
TALOS ENERGY INC. shareholders approved Amendment of bylaws by stockholder majority vote at the 2023-02-08 meeting.
“Proposal 2C: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 68,440,167 14,555 11,453 0”
Shareholder Votes
TALOS ENERGY INC. shareholders approved Removal of directors with or without cause at the 2023-02-08 meeting.
“Proposal 2B: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 68,426,851 19,300 20,024 0”
Shareholder Votes
TALOS ENERGY INC. shareholders approved Declassification of Board of Directors at the 2023-02-08 meeting.
“Proposal 2A: VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 68,434,982 17,434 13,759 0”
Shareholder Votes
TALOS ENERGY INC. shareholders approved Share Issuance Proposal at the 2023-02-08 meeting.
“The Share Issuance Proposal was approved by the Company's stockholders. The voting results were as follows: VOTES FOR VOTES AGAINST VOTES ABSTAINED 68,263,255 131,482 71,438”
Debt Financings
TALOS ENERGY INC. amended credit facility of increases the borrowing base from $1.1 billion to $1.5 billion with JPMorgan Chase Bank, N.A., as administrative agent maturing March 31, 2027.
“The Ninth Amendment, among other things, (i) extends the initial maturity date of the Credit Agreement to March 31, 2027, (ii) increases the borrowing base from $1.1 billion to $1.5 billion and reapportions certain commitments among the lender parties to the Credit Agreement contingent upon the consummation of the EnVen Merger and the occurrence of certain events related thereto, (iii) joins four new issuing banks to the Credit Agreement and (iv) amends certain other provisions of the Credit Agreement as more specifically set forth in the Ninth Amendment.”
Material Agreements
TALOS ENERGY INC. amended Incremental Agreement and Ninth Amendment to Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, the issuing banks, the lenders party thereto, and the other persons from time to time party thereto valued at increases the borrowing base from $1.1 billion to $1.5 billion (effective 2022-12-23).
“On December 23, 2022, in connection with the proposed acquisition of EnVen Energy Corporation (“EnVen”) by Talos Energy Inc. (the “Company,” and such transaction the “EnVen Merger”) as contemplated by the Merger Agreement (as defined below), the Company, Talos Production Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Talos Production”), and certain other direct and indirect subsidiaries of the Company and Talos Production entered into the Incremental Agreement and Ninth Amendment to Credit Agreement (the “Ninth Amendment”), which amended the Credit Agreement, dated as of May 10, 2018, as amended (the “Credit Agreement”), among the Company, Talos Production, JPMorgan Chase Bank, N.A., as administrative agent, the issuing banks, the lenders party thereto, and the other persons from time to time party thereto.”
Earnings Releases
TALOS ENERGY INC. reported financial results for the fiscal quarter ended September 30, 2022.
“On November 2, 2022, Talos Energy Inc. (the “Company” or “Talos”) issued a press release announcing its financial and operational results for the fiscal quarter ended September 30, 2022 and provided production guidance for the fourth quarter of 2022 as well as an update on financial guidance related to full year 2022.”
Material Agreements
TALOS ENERGY INC. amended Second Supplemental Indenture with Wilmington Trust, National Association, as trustee and as collateral agent (effective 2022-10-27).
“Because the consents of the holders of more than 50% of the aggregate principal amount of the Notes outstanding (excluding any Notes held by Talos Production, any Guarantor or their respective affiliates) were received as of October 27, 2022, Talos Production entered into a supplemental indenture to the Indenture (the “Second Supplemental Indenture”) with the Guarantors, the Trustee and the Collateral Agent.”
Rajen Mahagaokar resigned as Member of the Board of Directors at TALOS ENERGY INC..
“On December 9, 2021, Rajen Mahagaokar, a member of the Board of the Company notified the Company of his intention to resign from the Board, effective immediately.”
Olivia Wassenaar resigned as Member of the Board of Directors at TALOS ENERGY INC..
“On December 8, 2021, Olivia Wassenaar, a member of the Board of the Company notified the Company of her intention to resign from the Board, effective immediately.”
Christine Hommes resigned as Member of the Board of Directors at TALOS ENERGY INC..
“On December 8, 2021, Christine Hommes, a member of the Board of Directors of Talos Energy Inc. (the “Company”), notified the Company of her intention to resign from the Company’s Board of Directors (the “Board”), effective immediately.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.