HOUSTON, Jan. 17,
2024 /PRNewswire/ -- Talos Energy Inc. ("Talos" or
the "Company") (NYSE: TALO) today announced the pricing of its
upsized underwritten public offering of 30,000,000 shares of its
common stock, for total gross proceeds of approximately
$351.0 million. In connection with
the offering, the Company also granted the underwriters a 30-day
option to purchase up to an additional 4,500,000 shares of its
common stock at the public offering price. The offering is expected
to close on January 22, 2024, subject
to customary closing conditions.
The Company intends to use the net proceeds from this offering
to fund a portion of the previously announced acquisition of
QuarterNorth Energy Inc. (the "QuarterNorth Acquisition"). In the
event that the QuarterNorth Acquisition is not completed, the
proceeds from this offering will be used for general corporate
purposes.
J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and
Mizuho are acting as joint book-running managers and
representatives of the underwriters and Citigroup, Morgan Stanley,
Capital One Securities, Inc., DNB Markets, Inc., KeyBanc Capital
Markets Inc. and Regions Securities LLC are also acting as joint
book-running managers.
The offering is being made pursuant to a shelf registration
statement on Form S-3, including a base prospectus, which was filed
with the U.S. Securities and Exchange Commission (the "SEC") and
became effective on June 14, 2022.
The preliminary prospectus supplement, and accompanying base
prospectus, relating to the offering, have been filed with the SEC
and are available on the SEC's website at www.sec.gov. The final
prospectus supplement, when available, will be filed with the SEC
and will be available on the SEC's website at www.sec.gov. Copies
of the preliminary prospectus supplement, and accompanying base
prospectus, relating to the offering, and the final prospectus
supplement, when available, may be obtained by sending a request
to: J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717,
by telephone at (866) 803-9204, prospectus-eq_fi@jpmchase.com ;
Goldman Sachs & Co. LLC, Prospectus Department, 200 West
Street, New York, NY 10282,
telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing
Prospectus-ny@ny.email.gs.com ; Mizuho Securities USA LLC, ATTN: Equity Capital Markets, 1271
Avenue of the Americas, 3rd Floor, New
York, NY 10020, telephone: (212) 205-7600, or by emailing
US-ECM@mizuhogroup.com , or by accessing the SEC's website at
www.sec.gov .
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the shares of common stock or any
other securities, nor shall there be any sale of such shares of
common stock or any other securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
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.
INVESTOR RELATIONS CONTACT
investor@talosenergy.com
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.
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, our ability to consummate the
proposed transaction with QuarterNorth Energy Inc. on the terms
currently contemplated, the anticipated future performance of the
combined company, risks and uncertainties related to economic,
market or business conditions, satisfaction of customary closing
conditions related to the proposed offering, and the other risks
discussed in "Risk Factors" in the Registration Statement on Form
S-3, our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly Reports on Forms
10-Q filed with the U.S. Securities and Exchange Commission and our
other filings with the SEC, all of which can be accessed at the
SEC's website at www.sec.gov .
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.
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SOURCE Talos Energy