SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 17 — SUBSEQUENT EVENTS

Merger Agreement

On July 21, 2024, the Company executed an Agreement and Plan of Merger (“Merger Agreement”) with Woodside Energy Holdings (NA) LLC (“Woodside Holdings”) and Woodside Energy (Transitory) Inc. (“Woodside Sub”, and together with Woodside Holdings “Woodside”), pursuant to which, Woodside Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and a wholly-owned subsidiary of Woodside. As set forth in the Merger Agreement, at the closing of the Merger, each share of the Company’s common stock and Restricted Stock will, subject to customary exceptions, be converted into the right to receive $1.00 per share in cash. Each share of Tellurian’s Series C Convertible Preferred Stock will be converted into the right to receive $8.16489 per share in cash. The Merger is expected to close during the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including Tellurian shareholder approval and regulatory approvals.

Bridge Loan Agreement

In connection with the execution of the Merger Agreement, Tellurian entered into a Bridge Loan Agreement (the “Bridge Loan Agreement” or “Loan Agreement”) with Woodside Energy (USA), Inc. pursuant to which the Company may borrow up to $230.0 million, of which $75.2 million was funded on July 22, 2024. The remainder may be requested by Tellurian in subsequent draws. Amounts borrowed under the Loan Agreement will bear interest at a rate of 12% per annum, payable on the last business day of each month in cash or in kind, at the Company’s option. The obligations under the Loan Agreement will be secured by a lien on substantially all of the assets of the Company. Loan proceeds are to be used to continue Driftwood Project construction activities and fund working capital needs. Amounts borrowed under the Loan Agreement will mature on the earliest of (i) December 15, 2024, subject to extension in certain circumstances, (ii) 30 days after the valid termination of the Merger Agreement for any reason thereunder, and (iii) the date of any acceleration of the Loan Agreement obligations during the continuation of an event of default.