0001193125-23-290313.txt : 20231207
0001193125-23-290313.hdr.sgml : 20231207
20231207071858
ACCESSION NUMBER: 0001193125-23-290313
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 14
CONFORMED PERIOD OF REPORT: 20231207
ITEM INFORMATION: Regulation FD Disclosure
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20231207
DATE AS OF CHANGE: 20231207
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: 231471070
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
d616866d8k.htm
8-K
8-K
false000172496500017249652023-12-072023-12-07
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): December 7, 2023
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 December 7, 2023, Talos Energy Inc. (the “Company”) issued a press release announcing certain operational updates and reaffirming its fourth quarter 2023 operational guidance. 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: December 7, 2023
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
d616866dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Talos Energy Provides Operational Updates
Houston, Texas, December 7, 2023 Talos Energy Inc. (Talos or the Company) (NYSE: TALO) today provides operational
updates.
Talos expects the impact related to the Main Pass Oil Gathering pipeline
shut-in to be immaterial to its fourth quarter 2023 results. Talos is among seven oil producers whose production has been shut-in since
mid-November 2023 in the U.S. Gulf of Mexico as a result of the closing of the pipeline.
Talos anticipates first production ahead of schedule by year-end 2023 for
Taloss Venice and Lime Rock discoveries, which will be tied-back to the Talos-owned and operated Ram Powell facility. Talos owns a 60% working interest in both wells.
Talos reaffirms its fourth quarter 2023 operational guidance. As previously reported, for the fourth quarter
2023, Talos expects average daily production of 66.5 - 68.5 thousand barrels of oil equivalent per day.
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
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 realize the results contemplated by our 2023 full year and fourth quarter guidance; the
uncertainty inherent in projecting future rates of production; and the other risks discussed in Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 and
Risk Factors in our Quarterly Reports on Forms 10-Q filed with the U.S. Securities and Exchange Commission.
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
EX-101.SCH
3
talo-20231207.xsd
XBRL TAXONOMY EXTENSION SCHEMA
100000 - Document - Document and Entity Informationlink:calculationLinklink:presentationLinklink:definitionLinkEX-101.LAB
4
talo-20231207_lab.xml
XBRL TAXONOMY EXTENSION LABEL LINKBASE
Cover [Abstract]Cover [Abstract]Amendment FlagAmendment FlagEntity Central Index KeyEntity Central Index KeyDocument TypeDocument TypeDocument Period End DateDocument Period End DateEntity Registrant NameEntity Registrant NameEntity Incorporation State Country CodeEntity Incorporation State Country CodeEntity File NumberEntity File NumberEntity Tax Identification NumberEntity Tax Identification NumberEntity Address, Address Line OneEntity Address, Address Line OneEntity Address, Address Line TwoEntity Address, Address Line TwoEntity Address, City or TownEntity Address, City or TownEntity Address, State or ProvinceEntity Address, State or ProvinceEntity Address, Postal Zip CodeEntity Address, Postal Zip CodeCity Area CodeCity Area CodeLocal Phone NumberLocal Phone NumberWritten CommunicationsWritten CommunicationsSoliciting MaterialSoliciting MaterialPre Commencement Tender OfferPre Commencement Tender OfferPre Commencement Issuer Tender OfferPre Commencement Issuer Tender OfferSecurity 12b TitleSecurity 12b TitleTrading SymbolTrading SymbolSecurity Exchange NameSecurity Exchange NameEntity Emerging Growth CompanyEntity Emerging Growth CompanyEX-101.PRE
5
talo-20231207_pre.xml
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
GRAPHIC
6
g616866g1207023515261.jpg
GRAPHIC
begin 644 g616866g1207023515261.jpg
M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# @&!@<&!0@'!P<)"0@*#!0-# L+
M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&
MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$!
M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $"
M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF
M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$
MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4
MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#8M-0U^&W$
M=C)>"W!.T1[MO7GI2S>(/$5N0)[R\C)Y =F&:]BB@BAC$<4:H@Z*HP*\[^)7
M%_9X_P">1_F:YY0<5>YO&2D[6,.+7/$LZ;X;F^D7.,H6(K2T"[U6Y\5Z;_:;
MW#;6?9YV?[ISC-=-\/@#X<.1_P MF_D*ZAH8GD21HU+IG:Q'(^E5:3N3*:
M3:L/8A5))P ,D^E>.WWB75([Z=+;5+IH0Y"$N02*[[QMJ_\ 9NB-$C8FN?D7
MV'Z!#,]S)<2
MDGS&D.2#Z5N5Y9X"UC[%JAL96Q#<=,]FKU.M*F?;O64Y._+$TA%6YF7Q
MJWBC4?WD4^H./6$,!_X[Q3X?%7B+2I@L\TQQUCN5)S^?-<%?>)M7U"4O-?2@
M?PHC;57V '2M+1/%=T)X[+57:\L)"%99#EDSW4]C2]F^C'[1=CV?PYXMMM='
MDNHANP,E,\-]/\*Z+.!DUXA,DN@Z^5BD.Z"0%7'<=0?RKV42&\TL2Q\&:'C%.*6J.$\1>/+@74EII1"(AVF8C)8^WM6.L_BZY'G+)J94\@J7 K$
MADETW4DD>,&2"0$HXXR#T-=[!\2;B\5^(
M]+E"SRRG'5+E,Y_/FNU\/>(M0UZWEF6QB18R%W;R Q[XZ^WYUFW7BWP]K=J]
MI>0R1[U(#E =A]D5YS\089[S5($@@E?RH\,0O'/-55^$FG\1M_#W_D7#_UV;^0K
MJZY+P#OBT>6VEBDCD23<=RX!!_\ U5H^*M1FL=(=+:*1YYP44H,[?4_K3B[0
MN$E>5CSKQ=JQU?7I/+):&+]W&!WQWJY:>,-0L].2RCL(O)5-F"IY'?-6/ VE
M9UIY+VW?O1_LMO_P ^\7_? K.,92]ZYC"N=\?:5%+9VTMO;GSPQ7$:=1[XK)\%W=[I%^
MT$]K/]GG('"GY6]:4;PE8)>]&YL_$?\ Y!%M_P!=#_*J?PU^[>_A5KX@&2XM
MK>TA@E>0-O)5G[OLBW$6[KM4\T2=IW"*O"Q[72$A1DD #J37C_]
MH>)_^>MW^51SWWB)X&6>6Z,1'S9!QBJ]KY"]GYG<>/[-KO04GB&[R'W''H>*
M\\M8X]3T6\T9I%CEF*R0NQP-Z]C]:]@TN-9M!MHY5W*\(# ]^*X77? 5S#,T
M^E_O8B<^7GYE^GK1)._.@BU;E9Y)>:7?6$[0W-K+&ZG'*FM/0/#EU?W:3SHU
MO91,&EFD& /3U-=49M>L@(9%G 7HLD>['YBGII^OZVZH8IY%[9&%']*/:]D
M'L_,JWLS:SKSO!&?WT@5%'7' 'Z"O:+.#[-900?\\HU3\ABN:\,>#H]'<7=V
M5DNL?*!T3_Z]=3-YGDOY6/,VG;GIFG3BUJQ3DGHCE[[2= \0ZI=09\N]@(#L
MAQNS_.L]_AK;Y.R^DQ[J*P-1\,>(+&Y:["/([G
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.