Exhibit 99.1
Talos Energy Announces Upsized Proposed Offering of $1,250 Million of Second-Priority Senior Secured Notes
HOUSTON, January 25, 2024 Talos Energy Inc. (Talos) (NYSE: TALO) today announced that Talos Production Inc. (the Company), a
wholly owned subsidiary of Talos, has upsized its previously announced offering (the Offering) of $1,250 million in aggregate principal amount of new Second-Priority Senior Secured Notes, consisting of Second-Priority Senior Secured
Notes due 2029 and Second-Priority Senior Secured Notes due 2031 (collectively, the New Notes). The Offering has been upsized from the previously announced $1,000 million in aggregate principal amount of New Notes. The Company
intends to use the net proceeds from the Offering to (i) fund a portion of the cash consideration for the Companys recently announced pending acquisition of QuarterNorth Energy, Inc. (QuarterNorth, and such acquisition, the
Acquisition), (ii) fund the redemption (the Redemptions) of all of the outstanding 12.00% Second-Priority Senior Secured Notes due 2026 issued by the Company (the 12.00% Notes) and all of the outstanding 11.750%
Senior Secured Second Lien Notes due 2026 issued by Talos Energy Ventures GOM LLC (f/k/a Energy Ventures GoM LLC) and Talos Finance Corporation (f/k/a EnVen Finance Corporation), each a wholly owned subsidiary of the Company (the 11.750%
Notes, and collectively with the 12.00% Notes, the Existing Notes), and (iii) pay any premiums, fees and expenses related to the Redemptions and the issuance of the New Notes. The Company intends to use any remaining net
proceeds for general corporate purposes, which may include the repayment of a portion of the outstanding borrowings under its senior reserves-based revolving credit facility (the Credit Facility). The Company intends to redeem all
outstanding 11.750% Notes on or after April 15, 2024 at a redemption price of 102.938% of the principal amount of 11.750% Notes to be redeemed, plus accrued and unpaid interest to, but excluding, such redemption date. Pending such redemption,
the Company intends to deposit sufficient funds with the trustee under the indenture governing the 11.750% Notes to satisfy and discharge the 11.750% Notes and such governing indenture.
An aggregate of $340 million principal amount of the New Notes will be subject to a special mandatory redemption in the event that the
transactions contemplated by the definitive agreement to acquire QuarterNorth (the QuarterNorth Merger Agreement) are not consummated on or before May 31, 2024 (or up to September 30, 2024 solely in the event the parties
require additional time to satisfy certain requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, pursuant to the terms of the QuarterNorth Merger Agreement), or if the Company notifies the trustee of the New Notes
that it will not pursue the consummation of the Acquisition.
It is expected that the New Notes will be guaranteed on a senior basis by Talos and certain
of the Companys existing and future subsidiaries and will initially be secured on a second-priority basis by substantially the same collateral as the Companys existing first-priority obligations under its Credit Facility.
The New Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the Securities Act), and to persons outside the United States only in compliance with Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act and may not
be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release does not
constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the New Notes or any other security of the Company, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute a notice of redemption under the optional redemption provisions of the indentures governing the Existing Notes.
ABOUT TALOS ENERGY
Talos Energy (NYSE: TALO) is a
technically driven, innovative, independent energy company focused on safely and efficiently maximizing long-term value through its Upstream Exploration & Production and Low Carbon Solutions businesses. We currently operate in the United
States and offshore Mexico. We leverage decades of technical and offshore operational expertise to acquire, explore, and produce assets in key geological trends while developing opportunities to reduce industrial emissions through carbon capture and
storage projects along the U.S. Gulf Coast. For more information, visit www.talosenergy.com.
INVESTOR RELATIONS CONTACT
investor@talosenergy.com
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TALOS ENERGY INC. |
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333 Clay St., Suite 3300, Houston, TX 77002 |