TALOS ENERGY INC.

Talos farmed into Repsol's Block 29 development offshore Mexico, taking a 50% working interest for a contingent $30 million payment at final investment decision plus a $20 million exploration-well cost carry. The block holds the Polok and Chinwol discoveries - over 200 million barrels of oil equivalent of gross recoverable resource - envisioned as an FPSO-based hub, extending Talos's long-running Mexican offshore exploration story (which began with the Zama discovery and Block 31 stake years earlier) alongside its newly announced Gulf of America bolt-on acquisition.

debt financing

Talos issued $800 million of new 8.000% notes due 2034, using part of the proceeds to redeem its existing 9.000% notes at a premium and the rest to help fund the pending Shell Offshore (Na Kika/Coulomb) acquisition - another step down in borrowing costs as the company keeps refinancing into cheaper debt.

debt financing

Talos agreed to another major Gulf acquisition, teaming with a Ridgewood Energy affiliate to buy Shell Offshore's deepwater Na Kika and Coulomb assets for $1.7 billion total. Talos's 50% share costs about $850 million: it becomes operator of the Coulomb field and takes a 25% interest in the BP-operated Na Kika platform and satellite fields (subject to BP's right to preferentially buy that piece itself), continuing its strategy of scaling up through Gulf of Mexico deepwater consolidation after EnVen and QuarterNorth.

debt financing

Talos fully replaced its original 2018 JPMorgan credit agreement with a new Amended and Restated Credit Agreement, holding the borrowing base and commitments at $700 million but extending the maturity out to January 2030 (subject to an earlier springing maturity if its 9.000% 2029 notes aren't refinanced in time).

debt financing

Talos's borrowing base was cut again, from $925 million to $700 million, continuing a steady reduction in bank credit capacity since the 2024 QuarterNorth deal.

debt financing

TALOS ENERGY INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

TALOS ENERGY INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Talos's lenders cut its borrowing base and total credit commitments from $1.5 billion to $925 million, and added a new rule requiring two-thirds lender approval for further draws if total exposure ever reaches $800 million - a tightening signal following the QuarterNorth-driven expansion.

debt financing

the exchange certified TALOS ENERGY INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

Talos closed the QuarterNorth acquisition on March 4, 2024, issuing 24.35 million shares and paying about $1.27 billion cash, and expanded its board to nine members with QuarterNorth designee Joseph A. Mills joining - Talos's second major debt-and-equity-funded Gulf of Mexico acquisition in just over a year, continuing its consolidation strategy after EnVen.

business combination

Talos issued new senior notes to fund part of the QuarterNorth cash payment and to redeem both its existing 12.00% notes and the 11.75% notes it had assumed from EnVen - consolidating its debt at lower rates (9.000% and 9.375%, per the later closing filings) in one move. If the QuarterNorth deal fell through by May 31, 2024, $340 million of the new notes would have to be redeemed immediately.

debt financing

To help fund the cash portion of the QuarterNorth acquisition, Talos sold 34.5 million new shares (including a fully exercised overallotment option) in an underwritten public offering.

material agreement

Less than a year after closing EnVen, Talos announced another major Gulf of Mexico acquisition: a $1.29 billion deal for QuarterNorth Energy, paid in 24.8 million shares plus about $965 million cash. The deal adds roughly 30,000 barrels/day of high-margin, mostly-operated, oil-weighted production and 69 million barrels of proved reserves, with management targeting $50 million of annual synergies and a leverage ratio at or below 1.0x by year-end 2024.

business combination

Talos closed the EnVen acquisition on February 13, 2023, issuing the 43.8 million shares and $212.5 million cash and assuming $257.5 million of EnVen's 11.75% notes. As part of closing, Talos declassified its board (moving to annual elections by 2025), Riverstone-affiliated director Robert Tichio resigned under the sponsors' support agreement, and two EnVen-designated directors (Shandell Szabo and Richard Sherrill) joined an expanded eight-member board - the last of the original 2018 sponsor-controlled board structure giving way to a more independent one.

business combination

The SEC declared Talos's EnVen merger registration statement effective, and Talos set February 8, 2023 for the special shareholder meeting to approve the deal, with closing expected shortly after.

merger communication

Talos sent shareholders the final proxy for a February 8, 2023 special meeting to vote on the EnVen merger agreed September 21, 2022. EnVen holders would get 43.8 million Talos shares plus $212.5 million in cash (subject to adjustment). Shareholder approval is needed because the share issue exceeds NYSE's 20% threshold. Riverstone affiliates, holding about 15% of the votes, have agreed to vote in favor. The meeting also covers board and bylaw changes, including declassifying the board by the 2025 annual meeting, which are not conditions to the merger. This continues the serial acquisition strategy and the unwinding of sponsor governance rights.

business combination

Ahead of closing the EnVen acquisition, Talos amended its credit facility to extend its maturity to March 2027 and raise the borrowing base from $1.1 billion to $1.5 billion, adding four new issuing banks - financing headroom to absorb the combined company.

debt financing

Talos registered the shares for its purchase of EnVen Energy, another Gulf of Mexico operator: EnVen's owners take 43.8 million Talos shares plus $212.5 million in cash, the share leg big enough to force a New York Stock Exchange shareholder vote. The same meeting carries unrelated proposals to rewrite Talos's charter and bylaws, and the merger agreement sets break fees of $42.5 million payable by Talos and $28.0 million by EnVen.

business combination

Talos signed the definitive merger agreement to acquire EnVen Energy: EnVen holders get 43.8 million Talos shares plus $212.5 million cash and will own about 34% of the combined company (Talos shareholders 66%), EnVen gets board representation, and Talos launched a consent solicitation on its own notes to permit assuming EnVen's debt. The deal adds about 24,000 barrels/day of high-margin, oil-weighted, mostly-operated deepwater production and roughly doubles Talos's operated deepwater facility footprint, with management guiding to $30 million of annual synergies and a post-deal net debt ratio under 0.8x.

business combination

Talos announced a $1.1 billion deal to acquire EnVen Energy, a private deepwater Gulf of Mexico operator, for 43.8 million Talos shares plus $212.5 million cash - a transaction management said would boost production 40%, add oil-weighted deepwater assets, and be immediately accretive and de-leveraging.

business combination

Talos's original 2018 sponsor board structure began unwinding: Apollo's three board designees resigned and Apollo's governance rights under the founding Stockholders Agreement were terminated entirely, with the board no longer fixed at ten members. Riverstone, the other founding sponsor, retains its board and voting arrangements.

material agreement

As commodity prices recovered, Talos extended its credit facility maturity to November 2024 and got its borrowing base raised to $950 million from a twelve-bank lending syndicate, with drawn borrowings already falling as free cash flow improved - a sharp turnaround from the prior year's distressed 12% notes. The company also disclosed it was building a new Gulf Coast carbon capture and storage business alongside its oil and gas operations.

debt financing

Talos added another $150 million to its new 12% notes (bringing the total to $650 million), using the proceeds to pay down its revolving credit facility.

debt financing

With oil markets still reeling from 2020, Talos issued $500 million of new 12.00% second-priority secured notes due 2026 - a high coupon reflecting the distressed financing environment E&P companies faced coming out of the pandemic price crash.

debt financing

On June 19, 2020, Talos agreed to buy oil and gas properties from affiliates of Castex Energy 2005, paying partly with about 4.95 million new Talos shares. On the same day it amended its JPMorgan-led credit facility: the borrowing base fell from $1.15 billion to $985 million (with a possible further cut of up to $60 million if the deal does not close by the outside date), interest margins rose 0.25%, and new hedging and anti-cash-hoarding terms were added.

capital raising announcement

Talos closed a $385 million cash-plus-preferred-stock acquisition of Gulf of Mexico assets from ILX Holdings and Castex Energy entities - sellers affiliated with Riverstone, which along with Apollo already held a majority of Talos's stock, making this a related-party deal disclosed as such. The 110,000 preferred shares issued will convert into about 11 million common shares.

asset acquisition disposition

Talos expanded its JPMorgan-led credit facility from $600 million to $850 million in commitments and borrowing base, giving it more financial flexibility as it pursued its Gulf of Mexico and Mexico exploration program.

debt financing

Talos and consortium partner Hokchi Energy (a Pan American Energy subsidiary) signed a 30-year production-sharing contract with Mexico's oil regulator for Block 31, giving Talos a 25% non-operated interest and committing the consortium to a roughly $34.8 million minimum exploration work program - part of the acreage swap that also gave Talos its stake in the Zama discovery area.

asset acquisition disposition

In its first full guidance year after the Stone merger, Talos forecast positive 2019 free cash flow and higher production (53-56 MBoe/d), while highlighting its high-profile Zama discovery offshore Mexico - CEO Timothy Duncan targeted first Zama production with material cash flow impact by the end of 2022.

drilling progress report

The merger closed on May 10, 2018, creating the public Talos Energy, Inc.: a new 10-member board split between Apollo and Riverstone nominees plus management, and a new $600 million JPMorgan-led credit facility ($300 million drawn at closing, expandable to $1.5 billion) replacing Stone Energy's old debt. Most of Stone's outstanding notes were tendered into an exchange offer as part of the transaction.

business combination

Talos Energy, Inc. was born on paper: a new holding company (Sailfish Energy Holdings, to be renamed Talos Energy) filed to combine bankruptcy-emerged Stone Energy Corporation with privately-held, Apollo- and Riverstone-backed Talos Energy LLC. Stone shareholders would get one new-Talos share per Stone share and end up owning 37% of the combined company, with Talos's private owners holding the other 63% - creating what the filing calls a premier offshore-focused Gulf of Mexico E&P.

business combination