UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On November 8, 2021, Talos Energy Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the selling stockholders listed in Schedule A thereto (the “Selling Stockholders”) and J.P. Morgan Securities LLC (the “Underwriter”), pursuant to which the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, 6,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Offering”). To the extent that the Underwriter sells more than 6,000,000 shares of Common Stock, the Underwriter has a 30-day option to purchase up to an additional 900,000 shares of Common Stock from certain of the selling stockholders.
The Offering was completed on November 12, 2021. The Company did not receive any proceeds from the sale of shares of Common Stock in the Offering.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The Offering was made pursuant to a prospectus supplement, dated November 8, 2021, and filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2021, and the base prospectuses, dated June 12, 2019 and May 3, 2021, which form a part of the Company’s shelf registration statements (File Nos. 333-231925 and 333-255489) filed with the SEC on June 4, 2019 and April 23, 2021 and declared effective on June 12, 2019 and May 3, 2021, respectively.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Kirkland & Ellis LLP has issued an opinion, dated November 12, 2021, regarding certain legal matters with respect to the Offering, a copy of which is filed as Exhibit 5.1 hereto.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated November 8, 2021, among Talos Energy Inc., the selling stockholders listed in Schedule A thereto and J.P. Morgan Securities LLC. | |
| 5.1 | Opinion of Kirkland & Ellis LLP. | |
| 23.1 | Consent of Kirkland & Ellis LLP (included in exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| TALOS ENERGY INC. | ||||||
| Date: November 12, 2021 | By: | /s/ William S. Moss III | ||||
| Name: | William S. Moss III | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||