UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 29, 2022, Riverstone Talos Energy Equityco LLC, a Delaware limited liability company, Riverstone Talos Energy Debtco LLC, a Delaware limited liability company, Riverstone V FT Corp Holdings, L.P., a Delaware limited partnership, ILX Holdings, LLC, a Delaware limited liability company, ILX Holdings II, LLC, a Delaware limited liability company, ILX Holdings III LLC, a Delaware limited liability company, Riverstone V Castex 2014 Holdings, L.P., a Delaware limited partnership, REL US Partnership, LLC, a Delaware limited liability company (collectively, the “Riverstone Funds”), on the one hand, and Talos Energy Inc., a Delaware corporation (the “Company”), on the other hand, and for the limited purposes set forth in Section 2.1(a) therein, AP Talos Energy LLC, a Delaware limited liability company, AP Talos Energy Debtco LLC, a Delaware limited liability company, AP Overseas Talos Holdings Partnership, LLC, a Delaware limited liability company, AIF VII (AIV), L.P., a Delaware limited partnership, ANRP DE Holdings, L.P., a Delaware limited partnership (collectively, the “Apollo Funds”), entered into the Amended and Restated Stockholders’ Agreement, in connection with the resignation of Olivia Wassenaar, Rajen Mahagoakar and Christine Hommes from the Company’s Board of Directors (the “Amended and Restated Stockholders’ Agreement”).
The Amended and Restated Stockholders’ Agreement amended and restated the Stockholders’ Agreement, as amended, that had been entered into in connection with the business combination of Talos Energy LLC and Stone Energy Corporation on May 10, 2018 (the “Previous Stockholders’ Agreement”). The Amended and Restated Stockholders’ Agreement, among other things, (i) terminates the rights of the Apollo Funds under the Previous Stockholders’ Agreement and (ii) eliminates the requirement that the Board of Directors consist of ten members.
The Riverstone Funds have agreed to vote their shares of our common stock in favor of any nominee designated and nominated for election to the Board of Directors in accordance with the terms of the Amended and Restated Stockholders’ Agreement and in a manner consistent with the recommendation of the Nominating and Governance Committee with respect to all other nominees.
The foregoing description of the Amended and Restated Stockholders’ Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Stockholders’ Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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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: March 30, 2022
| TALOS ENERGY INC. | ||
| By: | /s/ William S. Moss III | |
| Name: | William S. Moss III | |
| Title: | Executive Vice President, General Counsel and Secretary | |
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