0001193125-22-085925.txt : 20220328
0001193125-22-085925.hdr.sgml : 20220328
20220328071633
ACCESSION NUMBER: 0001193125-22-085925
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 14
CONFORMED PERIOD OF REPORT: 20220328
ITEM INFORMATION: Regulation FD Disclosure
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20220328
DATE AS OF CHANGE: 20220328
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TALOS ENERGY INC.
CENTRAL INDEX KEY: 0001724965
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 823532642
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38497
FILM NUMBER: 22773176
BUSINESS ADDRESS:
STREET 1: 333 CLAY STREET
STREET 2: SUITE 3300
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-328-3000
MAIL ADDRESS:
STREET 1: 333 CLAY STREET
STREET 2: SUITE 3300
CITY: HOUSTON
STATE: TX
ZIP: 77002
FORMER COMPANY:
FORMER CONFORMED NAME: SAILFISH ENERGY HOLDINGS Corp
DATE OF NAME CHANGE: 20171211
8-K
1
d328732d8k.htm
8-K
8-K
false000172496500017249652022-03-282022-03-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 28, 2022
Talos Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-38497
82-3532642
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
333 Clay Street, Suite 3300
Houston, Texas
77002
(Address of principal executive offices)
(Zip Code)
(713)328-3000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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
NYSE
Indicate by check mark whether the registrant is an emerging growth company 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 7.01.
Regulation FD Disclosure.
On March 28, 2022, Talos Energy Inc. (the “Company”) issued a press release announcing the that it has received the final Unitization Resolution from Mexico’s Ministry of Energy regarding the development of the Zama field in offshore Mexico. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and 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 Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall 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 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 reference in such a filing.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 28, 2022
TALOS ENERGY INC.
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
2
EX-99.1
2
d328732dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
TALOS ENERGY ANNOUNCES FINALIZATION OF THE ZAMA UNITIZATION PROCESS
Houston,Texas, March 28, 2022 Talos Energy Inc. (Talos or the Company) (NYSE: TALO) announced today that it
has received the final Unitization Resolution (UR) from Mexicos Ministry of Energy (SENER) regarding the development of the Zama field in offshore Mexico. Among other things, the UR affirms the appointment of
Petróleos Mexicanos (Pemex) as operator of the unit. Unitization of the Zama field was required after determination that the field is located within both the Talos-operated Block 7 and an adjacent Pemex-operated block and provides
for joint development of the entire reservoir instead of each party developing its own block.
Talos will maintain a 17.35% participating interest in the
Zama field, and the Company anticipates submission of a Unit Development Plan for approval by the working interest partners within 6-12 months, a critical step before the parties can make a Final Investment
Decision (FID) in 2023. Talos will participate in activities related to reaching FID, while also continuing to evaluate various strategic and legal options. The Company does not expect any material changes to its 2022 capital
expenditures guidance as a result of the issuance of the UR.
Talos, as operator and 35% partner in the Block 7 lease, discovered the Zama field in 2017
as the first private sector consortium to enter Mexico following the countrys major energy reforms. Zama was subsequently named the 2017 Global Discovery of the Year by Wood Mackenzie, and the field was fully appraised by mid-2019. An independent third-party reserves auditor estimated the discovered recoverable resource volumes to be between approximately 735 950 million barrels of oil equivalent, and Zama could produce
over 160,000 barrels of oil equivalent per day once fully developed. Talos has invested approximately $104 million in Zama since 2015 and these past investments are subject to cost recovery under the Production Sharing Contract.
Talos President and Chief Executive Officer Timothy S. Duncan stated: We are very proud of our operational leadership in Mexicos private energy
sector and of our accomplishments thus far with our world-class Zama discovery. We are disappointed that despite our consistent track record of success, safety and progress we were not provided the opportunity to retain our role as operator for the
benefit of the project. However, we understand how important accelerated first oil from Zama is for the Mexican energy sector and all of the Companys stakeholders and we will work with the urgency required to finalize the Unit Development Plan
so FID can be reached.
ABOUT TALOS ENERGY
Talos Energy (NYSE: TALO) is a technically driven independent exploration and production company focused on safely and efficiently maximizing long-term
value through its operations, currently in the United States and offshore Mexico, both upstream through oil and gas exploration and production and downstream through the development of future carbon capture and storage opportunities. As one of the
Gulf of Mexicos largest public independent producers, we leverage decades of technical and offshore operational expertise towards the acquisition, exploration and development of assets in key geological trends that are present in many offshore
basins around the world. With a focus on environmental stewardship, we are also utilizing our expertise to explore opportunities to reduce industrial emissions through our carbon capture and storage initiatives along the U.S. Gulf Coast and Gulf of
Mexico. For more information, visit www.talosenergy.com.
MEDIA CONTACT
Jorge Padilla
+52.55.2253.7955
jorge.a.padilla@fticonsulting.com
INVESTOR RELATIONS
CONTACT
Sergio Maiworm +1.713.328.3008
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 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 Unit Development Plan and the results following its submission, as it relates to the Companys FID, the timing of,
financing for, and ultimate success of the development of the Zama field without Talos as operator, commodity price volatility, including the sharp decline in oil prices beginning in March 2020, the impact of the coronavirus disease 2019 (COVID-19) 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 the Organization of Petroleum Exporting
Countries (OPEC) and non-OPEC countries, such as Saudi Arabia and Russia, to set and maintain oil production levels and the impact of any such actions, lack of transportation and storage capacity
as a result of oversupply, government regulations and actions or other factors, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, 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, the possibility that the anticipated benefits of recent acquisitions are not realized
when expected or at all, including as a result of the impact of, or problems arising from, the integration of such acquisitions, and other factors that may affect our future results and business, 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.
Should one or more of these risks 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, 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, to reflect events or
circumstances after the date of this communication.
CAUTIONARY NOTE TO INVESTORS
The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves that meet the SECs
definitions for such terms. In this communication, the Company uses certain broader terms such as recoverable resource volumes that the SECs guidelines strictly prohibit the Company from including in filings with the SEC. These
types of estimates do not represent, and are not intended to represent, any category of reserves based on SEC definitions, are by their nature more speculative than estimates of proved, probable and possible reserves and do not constitute
reserves within the meaning of the SECs rules. These estimates are subject to greater uncertainties, and accordingly, are subject to a substantially greater risk of actually being realized. Investors are urged to consider closely
the disclosures and risk factors in the reports the Company files with the SEC.
TALOS ENERGY INC.
333 Clay St., Suite 3300, Houston, TX 77002
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