Exhibit 99.1
Talos Energy Announces Pricing of Upsized Offering of $625 Million of Second-Priority Senior Secured Notes Due 2029 and
$625 Million of Second-Priority Senior Secured Notes Due 2031
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 priced an upsized offering (the Offering) of $625 million in aggregate principal amount of new 9.000%
Second-Priority Senior Secured Notes due 2029 and $625 million in aggregate principal amount of new 9.375% Second-Priority Senior Secured Notes due 2031 (collectively, the 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 Offering is expected to close on or about February 7, 2024, subject to customary
closing conditions.
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
CAUTIONARY
STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of U.S. Private
Securities Litigation Reform Act of 1995. When used in this communication, the words will, could, believe, anticipate, intend, estimate, expect, project,
forecast, may, objective, plan and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements,
other than statements of historical fact included in this
|
|
|
|
|
|
TALOS ENERGY INC. |
|
|
|
333 Clay St., Suite 3300, Houston, TX 77002 |