0001724965 false 0001724965 2024-08-29 2024-08-29

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 29, 2024

 

 

TALOS ENERGY INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-38497   82-3532642

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

333 Clay Street, Suite 3300

Houston, Texas 77002

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 328-3000

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock   TALO   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 30, 2024, Talos Energy Inc. (the “Company”) announced that Timothy S. Duncan departed his role as President and Chief Executive Officer of the Company, effective as of August 29, 2024. The termination of Mr. Duncan’s employment is without “Cause” within the meaning of the Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan (the “Severance Plan”).

The Company expects that, consistent with the requirements of the Severance Plan, it will enter into a separation and release agreement with Mr. Duncan. Upon the entry by the Company into such agreement or any other material compensatory or other arrangements with Mr. Duncan, the material terms of such agreement or arrangement will be disclosed on a Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).

The Company also announced that Joseph A. Mills, a member of the Company’s Board of Directors (the “Board”), will serve as Interim Chief Executive Officer and President, effective as of August 29, 2024. The Board is working to identify a permanent Chief Executive Officer and has retained a nationally recognized executive search firm to assist in the process.

Mr. Mills, age 64, has over 42 years of experience in all facets of the oil and gas energy business. Mr. Mills currently serves as a member of the Board and several other private E&P companies. In addition, Mr. Mills serves as the Chief Executive Officer of Samson Resources II, LLC, a position he has held since March 2017. Prior to joining Samson Resources, Mr. Mills served in various roles, including Chairman and Chief Executive Officer positions for several public and private oil and gas companies, including Eagle Rock Energy G&P, LLC and Roan Resources Company. He also served in director and executive officer positions at several other industry related companies, including Sonat Exploration, Black Stone Minerals and Montierra Minerals & Production, LP. Mr. Mills received a Bachelor of Business Administration degree in Petroleum Land Management from the University of Texas and a Master of Business Administration degree in Finance from the University of Houston. Mr. Mills does not have any family relationships with any of the Company’s executive officers or directors. Mr. Mills is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

At the time of the filing of this Current Report on Form 8-K, the Company has not finalized a compensatory arrangement with Mr. Mills in connection with his appointment as Interim Chief Executive Officer. Upon the entry by the Company into any such material compensatory or other arrangements with Mr. Mills, the material terms of such agreement or arrangement will be disclosed on a Form 8-K and filed by the Company with the SEC.

 

Item 7.01

Regulation FD Disclosure

On August 30, 2024, the Company issued a press release announcing the Chief Executive Officer transition and reaffirms its third quarter 2024 production guidance and operational and financial guidance for the full year 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 and set forth in the attached Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

 

Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits

 

99.1    Press release dated August 30, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 30, 2024

 

TALOS ENERGY INC.
By:  

 /s/ William S. Moss III

  Name: William S. Moss III
  Title: Executive Vice President, General Counsel and Secretary

Exhibit 99.1

 

LOGO

Talos Energy Announces CEO Transition

Houston, Texas, August 30, 2024 – Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today announced that Tim Duncan has stepped down from his role as President and Chief Executive Officer, effective August 29, 2024. Joseph A. Mills, who has served on the Company’s Board since March, 2024, will serve as interim President and Chief Executive Officer until a successor is in place. The Company’s Board of Directors has initiated a search for a successor in partnership with a leading executive search firm.

“On behalf of the Board and the entire Talos team, I want to express our gratitude to Tim for his invaluable contributions to the Company,” said Neal P. Goldman, chairman of Talos’ Board of Directors. “Currently, Talos stands as a leading exploration & production company in the Gulf of Mexico, backed by a dedicated team committed to safely and efficiently driving long-term value.”

Goldman added: “We have complete confidence in Joe’s capabilities to carry out Talos’ strategy as we search for a new CEO to lead Talos into the future and unlock further value. Mills brings a wealth of industry experience and knowledge, boasting over 42 years in senior leadership positions and serving on the boards of both public and private companies in the oil and gas sector.”

“I’m honored to step in as interim CEO of Talos,” said Mills. “The Board has played an active role guiding and evaluating our strategic approach, and I am confident about Talos’s direction and strategy. Our commitment remains firm in delivering compelling value for our shareholders. I look forward to working closely with the Board and leadership team, drawing on their extensive knowledge to advance our strategic priorities during this transitional period.”

Talos reaffirms its third quarter 2024 production guidance and operational and financial guidance for the full year 2024. As previously reported, for the third quarter 2024, Talos expects average daily production of 92.0 – 97.0 thousand barrels of oil equivalent per day.

Joseph A. Mills Biographical Details

Mr. Mills has over 42 years of experience in all facets of the oil and gas energy business. Mr. Mills currently serves as Board Member of Talos Energy and several other private E&P companies. In addition, Mr. Mills serves as the Chief Executive Officer of Samson Resources II, LLC, a position he has held since March 2017. Prior to joining Samson Resources, Mr. Mills served in various leadership roles, including Chairman and Chief Executive Officer positions for several public and private oil and gas companies, including Samson Resources II, Eagle Rock Energy G&P, LLC and Roan Resources Company. He also served in director and executive officer positions at several other industry related companies including El Paso Energy, Sonat Exploration, Black Stone Minerals and Montierra Minerals & Production, LP. Mr. Mills received a Bachelor of Business Administration degree in Petroleum Land Management from the University of Texas and a Master of Business Administration degree in Finance from the University of Houston. Additional information on Mr. Mills can be found in the Form 8-K filed by the Company.

ABOUT TALOS ENERGY

Talos Energy (NYSE: TALO) is a technically driven, innovative, independent energy company focused on maximizing long-term value through its Upstream Exploration & Production business in the United States Gulf of Mexico and offshore Mexico. We leverage decades of technical and offshore operational expertise to acquire, explore, and produce assets in key geological trends while maintaining a focus on safe and efficient operations, environmental responsibility and community impact. For more information, visit www.talosenergy.com.

INVESTOR RELATIONS CONTACT

Clay Jeansonne

+1.713.328.3011

investor@talosenergy.com

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This communication may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this communication, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. 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. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

 

Talos Energy Inc.    333 Clay St., Suite 3300, Houston, TX 77002


We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, the timing and success of strategic plan, quarterly average daily production guidance, annual operational and financial guidance, and the other risks discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and “Risk Factors” in our subsequent Quarterly Reports on Forms 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”).

Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication.

 

Talos Energy Inc.    333 Clay St., Suite 3300, Houston, TX 77002
v3.24.2.u1
Document and Entity Information
Aug. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 29, 2024
Entity Registrant Name TALOS ENERGY INC.
Entity Incorporation State Country Code DE
Entity File Number 001-38497
Entity Tax Identification Number 82-3532642
Entity Address Address Line 1 333 Clay Street
Entity Address Address Line 2 Suite 3300
Entity Address City Or Town Houston
Entity Address State Or Province TX
Entity Address Postal Zip Code 77002
City Area Code 713
Local Phone Number 328-3000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock
Trading Symbol TALO
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001724965
Amendment Flag false

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