Blog: TALOS ENERGY INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 7.01. Regulation FD Disclosure.

Merger Agreement

On September 21, 2022, Talos Energy Inc., a Delaware corporation (“Talos”),
Talos Production Inc., a Delaware corporation and an indirect wholly owned
subsidiary of Talos, Tide Merger Sub I Inc., a Delaware corporation and a
directly wholly owned subsidiary of Talos, Tide Merger Sub II LLC, a Delaware
limited liability company and a directly wholly owned subsidiary of Talos, Tide
Merger Sub III LLC, a Delaware limited liability company and a direct wholly
owned subsidiary of Talos Production, EnVen Energy Corporation, a Delaware
corporation (“EnVen”), and BCC EnVen Investments, L.P., a Delaware limited
partnership, in its capacity as the representative of the equityholders of
EnVen, entered into an Agreement and Plan of Merger, pursuant to which Talos
will acquire EnVen (the “Transaction”).

Copies of the investor presentation and transcript of the investor call held on
September 22, 2022 regarding the Transaction are attached hereto as Exhibit 99.1
and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are
incorporated into this Item 7.01 by reference, and can also be reviewed on
Talos’s website at under the “Investor Relations” tab.
Information on Talos’s website does not constitute a part of this Current Report
on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information
contained in this Current Report on Form 8-K under Item 7.01 and set forth in
the attached Exhibit 99.1 and Exhibit 99.2 are deemed to be “furnished” solely
pursuant to Item 7.01 of Form 8-K and will not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or otherwise subject to the liabilities of that section, nor
will 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 reference in such a filing. The submission of the
information set forth in this Item 7.01 will not be deemed an admission as to
the materiality of any information in this Item 7.01, including the information
presented in Exhibit 99.1 and Exhibit 99.2, that are provided solely in
connection with Regulation FD.

Additional Information and Where To Find It

In connection with the proposed merger (the “Proposed Transaction”) between
Talos Energy Inc. (“Talos”) and EnVen Energy Corporation (“EnVen”), Talos
intends to file with the SEC a registration statement on Form S-4 (the
“Registration Statement”) to register the shares of Talos’s common stock to be
issued in connection with the Proposed Transaction. The Registration Statement
will include a document that serves as a prospectus and proxy statement of Talos
and a consent solicitation statement of EnVen (the “proxy statement/consent
solicitation statement/prospectus”), and each party will file other documents
regarding the Proposed Transaction with the SEC. INVESTORS AND SECURITY HOLDERS

After the Registration Statement has been declared effective, a definitive proxy
statement/consent solicitation statement/prospectus will be mailed to
shareholders of each of Talos and EnVen. Investors will be able to obtain free
copies of the Registration Statement and the proxy statement/consent
solicitation statement/prospectus, as each may be amended from time to time, and
other relevant documents filed by Talos and EnVen with the SEC (when they become
available) through the website maintained by the SEC at Copies of
documents filed with the SEC by Talos, including the proxy statement/consent
solicitation statement/prospectus (when available), will be available free of
charge from Talos’s website at under the “Investor
Relations” tab.

Participants in the Solicitation

Talos, EnVen and certain of their respective directors, executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies from Talos’s stockholders and the solicitation of
written consents from EnVen’s stockholders, in each case with respect to the
Proposed Transaction. Information about Talos’s directors and executive officers
is available in Talos’s Annual Report on Form 10-K for



the 2021 fiscal year filed with the SEC on February 25, 2022, and its definitive
proxy statement for the 2022 annual meeting of stockholders filed with the SEC
on April 6, 2022. Information about EnVen’s directors and executive officers is
available via EnVen’s website at Other information regarding the
participants in the solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
Registration Statement, the proxy statement/consent solicitation
statement/prospectus and other relevant materials to be filed with the SEC
regarding the Proposed Transaction when they become available. Security holders,
potential investors and other readers should read the proxy statement/consent
solicitation statement/prospectus carefully when it becomes available before
making any voting or investment decisions.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended (the “Securities Act”).

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the
meaning of Section 27A of 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 Current Report on Form 8-K, 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.
These forward-looking statements include, but are not limited to, (1) Talos’s
future production and capital expenditures and (2) statements regarding the
Proposed Transaction with EnVen described herein and as adjusted descriptions of
the combined company and its operations, integration, debt levels, acreage, well
performance, development plans, per unit costs, ability to maintain production
within cash flow, production, cash flows, synergies, type curves, opportunities
and anticipated future performance. Information adjusted for the Proposed
Transaction should not be considered a forecast of future results. There are a
number of risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this Current Report
on Form 8-K. These include the possibility that Talos stockholders may not
approve the issuance of new shares of Talos common stock in the Proposed
Transaction or that stockholders of EnVen may not approve the Merger Agreement;
the risk that a condition to closing of the Proposed Transaction may not be
satisfied, that either party may terminate the Merger Agreement or that the
closing of the Proposed Transaction might be delayed or not occur at all;
potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the Proposed
Transaction; the parties do not receive regulatory approval of the Proposed
Transaction; the risk that changes in Talos’s capital structure and governance
could have adverse effects on the market value of its securities; the ability of
Talos to retain customers and retain and hire key personnel and maintain
relationships with its suppliers and customers and on Talos’s operating results
and business generally; the risk that the Proposed Transaction could distract
management from ongoing business operations or cause Talos to incur substantial
costs; the risk that Talos does not realize expected benefits of its hedges; the
success of our carbon capture and sequestration projects; commodity price
volatility due to the continued impact of the coronavirus disease 2019
(“COVID-19”), including any new strains or variants, and governmental measures
related thereto on global demand for oil and natural gas and on the operations
of our business; the ability or willingness of OPEC and other state-controlled
oil companies (“OPEC Plus”), such as Saudi Arabia and Russia, to set and
maintain oil production levels; the impact of any such actions; the lack of a
resolution to the war in Ukraine and its impact on certain commodity markets;
lack of transportation and storage capacity as a result of oversupply,
government and regulations; lack of availability of drilling and production
equipment and services; adverse weather events, including tropical storms,
hurricanes and winter storms; cybersecurity threats; inflation; environmental
risks; failure to find, acquire or gain access to other discoveries and
prospects or to successfully develop and produce from our current discoveries
and prospects; geologic risk; drilling and other operating risks; well control
risk; regulatory changes; the uncertainty inherent in estimating reserves and in
projecting future rates of production; cash flow and access to capital; the



timing of development expenditures; potential adverse reactions or competitive
responses to our acquisitions and other transactions, generally, including those
discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for
the year ended December 31, 2021 filed on February 25, 2022 and in our Quarterly
Reports on Form 10-Q that are available on Talos’s website at and on the website of the SEC at All
forward-looking statements are based on assumptions that Talos believes to be
reasonable but that may not prove to be accurate. Any forward-looking statement
speaks only as of the date on which such statement is made, and Talos undertakes
no obligation to correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as required by
applicable law. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number       Description of Exhibit

99.1           Investor Presentation, dated September 22, 2022.

99.2           Transcript of Investor Call, dated September 22, 2022.

104          Cover Page Interactive Data File (embedded within the Inline XBRL

# The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of

Regulation S-K and will be provided to the Securities and Exchange Commission

  upon request.



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