Acquisitions (Tables)

3 Months Ended

Mar. 31, 2021

ILX and Castex

Business Acquisition [Line Items]

Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on February 28, 2020 (in thousands):

Current assets(1)	$	11,060
Property and equipment		496,835
Other long-term assets		148
Current liabilities		(16,520	)
Other long-term liabilities		(32,201	)
Allocated purchase price	$	459,322

⁽¹⁾ Includes trade and other receivables of $8.2 million, which the Company expects all to be realizable.

Summary of Purchase Price

The following table summarizes the purchase price (in thousands except share and per share data):

Talos Conversion Stock		11,000,000
Talos common stock price per share(1)	$	14.20
Conversion Stock value	$	156,200
Cash consideration	$	385,000
Customary closing and post-closing adjustments		(81,878	)
Net cash consideration	$	303,122
Total purchase price	$	459,322

⁽¹⁾ Represents the closing price of the Company’s common stock on February 28, 2020, the date of the closing of the ILX and Castex Acquisition. The purchase price was based on the value of the Conversion Stock as the value approximates the value of the Preferred Shares as a result of the automatic conversion and dividend rights described in that certain Certificate of Designation, Preferences, Rights and Limitations.

Summary of Revenue and Net Income Attributable to Assets Acquired

The following table presents revenue and net income attributable to the assets acquired in the ILX and Castex Acquisition:

	Three Months Ended March 31,
	2021		2020
Revenue	$	71,639	$	13,892
Net income	$	27,375	$	3,209

Supplemental Proforma Information

The following supplemental pro forma financial information (in thousands, except per common share amounts), presents the condensed consolidated results of operations for the three months ended March 31, 2020 as if the ILX and Castex Acquisition had occurred on January 1, 2020. The unaudited pro forma information was derived from historical statements of operations of the Company and the Sellers adjusted to (i) include depletion expense applied to the adjusted basis of the oil and natural gas properties acquired, (ii) include interest expense to reflect borrowings under the Bank Credit Facility, (iii) eliminate the write-down of oil and natural gas properties on the assets acquired to reflect the pro-forma ceiling test calculation and (iv) include weighted average basic and diluted shares of common stock outstanding, which was calculated assuming the 11.0 million shares of Conversion Stock were issued to the Sellers. This information does not purport to be indicative of results of operations that would have occurred had the ILX and Castex Acquisition occurred on January 1, 2020, nor is such information indicative of any expected future results of operations.

	Three Months Ended March 31, 2020
Revenue	$	235,199
Net income	$	167,566
Basic net income per common share	$	2.56
Diluted net income per common share	$	2.55

LLOG Acquisition

Business Acquisition [Line Items]

Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed, based on their relative fair values, on November 16, 2020 (in thousands):

Property and equipment	$	17,421
Asset retirement obligations		(4,234	)
Allocated purchase price	$	13,187

Castex 2005 Acquisition

Business Acquisition [Line Items]

Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed, based on their relative fair values, on August 5, 2020 (in thousands):

Property and equipment	$	46,626
Asset retirement obligations		(3,320	)
Allocated purchase price	$	43,306

Summary of Purchase Price

The following table summarizes the purchase price, inclusive of customary closing adjustments (in thousands except share and per share data):

Talos common stock		4,602,460
Talos common stock price per share(1)	$	7.69
Talos common stock value	$	35,393
Cash consideration	$	6,500
Transaction cost	$	1,413
Total purchase price	$	43,306

⁽¹⁾ Represents the closing price of the Company’s common stock on August 5, 2020, the date of the closing of the Castex Energy 2005 Acquisition.