0001193125-21-301103.txt : 20211018
0001193125-21-301103.hdr.sgml : 20211018
20211018163757
ACCESSION NUMBER: 0001193125-21-301103
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 14
CONFORMED PERIOD OF REPORT: 20211018
ITEM INFORMATION: Regulation FD Disclosure
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20211018
DATE AS OF CHANGE: 20211018
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TALOS ENERGY INC.
CENTRAL INDEX KEY: 0001724965
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 823532642
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38497
FILM NUMBER: 211328647
BUSINESS ADDRESS:
STREET 1: 333 CLAY STREET
STREET 2: SUITE 3300
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-328-3000
MAIL ADDRESS:
STREET 1: 333 CLAY STREET
STREET 2: SUITE 3300
CITY: HOUSTON
STATE: TX
ZIP: 77002
FORMER COMPANY:
FORMER CONFORMED NAME: SAILFISH ENERGY HOLDINGS Corp
DATE OF NAME CHANGE: 20171211
8-K
1
d197402d8k.htm
8-K
8-K
false000172496500017249652021-10-182021-10-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 18, 2021
Talos Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-38497
82-3532642
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
333 Clay Street, Suite 3300
Houston, Texas
77002
(Address of principal executive offices)
(Zip Code)
(713)328-3000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading
Symbol(s)
Name of Each Exchange
on Which Registered
Common Stock
TALO
NYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01.
Regulation FD Disclosure.
On October 18, 2021, Talos Energy Inc. (the “Company”) issued a press release announcing that they have entered into a long-term strategic alliance with TechnipFMC to develop and deliver technical and commercial solutions to Carbon Capture and Storage projects along the United States Gulf Coast. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cover Page Interactive Data File (embedded within Inline XBRL document).
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 18, 2021
TALOS ENERGY INC.
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
2
EX-99.1
2
d197402dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
TALOS ENERGY AND TechnipFMC ENTER STRATEGIC ALLIANCE TO PROVIDE CARBON CAPTURE AND STORAGE
Houston & Newcastle, October 18, 2021 Talos Energy Inc. (NYSE: TALO) and TechnipFMC (NYSE: FTI) (PARIS: FTI)
announced today that they have entered into a long-term strategic alliance to develop and deliver technical and commercial solutions to Carbon Capture and Storage (CCS) projects along the United States Gulf Coast. The alliance combines
Taloss offshore operational strength and sub-surface expertise with TechnipFMCs extended history in subsea engineering, system integration and automation and control.
Cultivated through a shared vision to responsibly deliver CCS solutions that will help to reduce the global carbon footprint, this innovative partnership will
accelerate offshore CCS adoption with reliable, specialized CCS systems.
Under the alliance, the companies will collaborate to progress CCS opportunities
through the full lifecycle of storage site characterization, front-end engineering and design (FEED), and first injection through life of field operations. This further advances the companies leadership
in the emerging Gulf Coast CCS market, building on Taloss recent successful award as the operator of the only major offshore carbon sequestration hub in the United States.
Bob Abendschein, Executive Vice President and Head of Operations at Talos, commented: We are excited to announce this strategic alliance with TechnipFMC
and to work collaboratively as we continue to execute on our strategy to scale our CCS business. Combining the technical expertise of both companies solidifies our market leadership in delivering integrated CCS solutions to lower industrial carbon
emissions and create a positive impact in the communities where we work and live.
Jonathan Landes, President, Subsea at TechnipFMC, commented:
We are pleased to partner with Talos to deliver offshore CCS solutions that will help reduce CO2 emissions during the energy transition. This alliance capitalizes on our collective
expertise and TechnipFMCs position as a system integrator and architect to deliver a reliable industrial-scale solution for CCS.
ABOUT
TALOS ENERGY
Talos Energy (NYSE: TALO) is a technically driven independent exploration and production company focused on safely and efficiently
maximizing long-term value through its operations, currently in the United States and offshore Mexico, both upstream through oil and gas exploration and production and downstream through the development of future carbon capture and storage
opportunities. As one of the Gulf of Mexicos largest public independent producers, we leverage decades of technical and offshore operational expertise towards the acquisition, exploration and development of assets in key geological trends that
are present in many offshore basins around the world. With a focus on environmental stewardship, we are also utilizing our expertise to explore opportunities to reduce industrial emissions through our carbon capture and storage collaborative
arrangement along the U.S. Gulf Coast and Gulf of Mexico. For more information, visit www.talosenergy.com.
TALOS ENERGY INVESTOR RELATIONS
CONTACT
Sergio Maiworm +1.713.328.3008
investor@talosenergy.com
CAUTIONARY STATEMENT ABOUT
FORWARD-LOOKING STATEMENTS
This communication may contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this communication, regarding our
strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this communication, the words could,
believe, anticipate, intend, estimate, expect, project, forecast, may, objective, plan and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available
information as to the outcome and timing of future events.
We caution you that these forward-looking statements are subject to numerous risks and
uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, the success of the Companys strategic alliance with TechnipFMC and other CCS ventures, commodity price
volatility, including the sharp decline in oil prices beginning in March 2020, the impact of the coronavirus disease 2019 (COVID-19) and governmental measures related thereto on global demand
TALOS ENERGY INC.
333 Clay St., Suite 3300, Houston, TX 77002
for oil and natural gas and on the operations of our business, the ability or willingness of the Organization of Petroleum Exporting Countries (OPEC) and non-OPEC countries, such as Saudi Arabia and Russia, to set and maintain oil production levels and the impact of any such actions, lack of transportation and storage capacity as a result of oversupply, government
regulations and actions or other factors, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating reserves
and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, the possibility that the anticipated benefits of recent acquisitions are not realized when expected or at all, including as a
result of the impact of, or problems arising from, the integration of such acquisitions, and other factors that may affect our future results and business, generally, including those discussed under the heading Risk Factors in our Annual
Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021 and our Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2021, filed with the SEC on August 4, 2021.
Should one or more of these risks occur, or should underlying assumptions prove
incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, are expressly qualified in their entirety by this cautionary statement.
This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty
to update any forward-looking statements, to reflect events or circumstances after the date of this communication.
IMPORTANT INFORMATION FOR INVESTORS
AND SECURITYHOLDERS
Forward-Looking Statement
This
release contains forward-looking statements as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. The words
expect, believe, estimated, and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Such forward-looking statements involve significant
risks, uncertainties and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. For information regarding known material factors that could cause actual results to
differ from projected results, please see our risk factors set forth in our filings with the United States Securities and Exchange Commission, which include our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We
undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
ABOUT TechnipFMC
TechnipFMC is a leading technology
provider to the traditional and new energy industries, delivering fully integrated projects, products, and services.
With our proprietary technologies
and comprehensive solutions, we are transforming our clients project economics, helping them unlock new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions.
Organized in two business segments Subsea and Surface Technologies we will continue to advance the industry with our pioneering integrated
ecosystems (such as iEPCI, iFEED and iComplete), technology leadership
and digital innovation.
Each of our approximately 20,000 employees is driven by a commitment to our clients success, and a culture of strong
execution, purposeful innovation, and challenging industry conventions.
TechnipFMC uses its website as a channel of distribution of material company
information. To learn more about how we are driving change in the industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.
TechnipFMC Contacts
TALOS ENERGY INC.
333 Clay St., Suite 3300, Houston, TX 77002
Investor relations
Matt Seinsheimer Vice President, Investor Relations Tel: +1 281 260 3665 Email: Matt Seinsheimer
James Davis Senior Manager, Investor Relations Tel: +1 281 260 3665 Email:
James Davis
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.