October 2016
Merger with Tellurian
NASDAQ: MPET
FILED BY MAGELLAN PETROLEUM CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES
ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE
ACT OF 1934
SUBJECT COMPANY: TELLURIAN INVESTMENTS INC. (FILE NO. 333-213923)
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Forward-looking statements
This presentation contains forward-looking statements within the meaning of U.S. federal securities laws. The words “anticipate,” “assume,” “believe,”
“budget,” “estimate,” “expect,” “forecast,” “initial,” “intend,” “plan,” “potential,” “project,” “will,” and similar expressions are intended to identify forward-
looking statements, and these statements may relate to the merger and the other transactions contemplated by that certain Agreement and Plan of
Merger, dated as of August 2, 2016, among Magellan Petroleum Corporation (“Magellan”), Tellurian Investments Inc. (“Tellurian”), and River Merger
Sub, Inc. These statements involve a number of known and unknown risks that may cause actual results to differ materially from expectations
expressed or implied in the forward-looking statements. These risks include uncertainties about Magellan’s ability to complete the merger on
anticipated terms, in a timely manner, or at all; the development of the Driftwood LNG project following completion of the merger and other matters
discussed in the “Risk Factors” section of Magellan’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, and any updates thereto in
subsequent reports filed with the Securities and Exchange Commission (the “SEC”). The forward-looking statements in this presentation speak as of
the date of this presentation. Although Magellan may from time to time voluntarily update its prior forward-looking statements, it disclaims any
commitment to do so except as required by securities laws.
Important information for investors and shareholders
This presentation does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or
approval. This presentation relates to a proposed business combination between Magellan and Tellurian.
In connection with the proposed transaction, Magellan filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy
statement of Magellan and Tellurian that also constitutes a prospectus of Magellan. Each of Magellan and Tellurian also plan to file other relevant
documents with the SEC regarding the proposed merger. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Any definitive joint proxy statement(s)/prospectus(es) for Magellan and/or
Tellurian (if and when available) will be mailed to shareholders of Magellan or Tellurian, as applicable. INVESTORS AND SECURITY HOLDERS OF
MAGELLAN AND TELLURIAN ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), PROXY
STATEMENT(S)/PROSPECTUS(ES) AND OTHER DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders may obtain free copies of these documents and other documents containing important information about Magellan and
Tellurian once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed
with the SEC by Magellan are available free of charge on Magellan’s internet website at www.magellanpetroleum.com or by contacting Magellan using
the contact information below.
Participants in solicitation
Magellan and Tellurian and their respective directors, executive officers and other members of their management and employees may be deemed to be
participants in the solicitation of proxies from the companies’ shareholders in connection with the merger. Shareholders are urged to carefully read the
proxy statement regarding the merger because it contains important information. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the companies’ shareholders in connection with the merger is set forth in the preliminary joint proxy
statement/prospectus of Magellan and Tellurian filed with the SEC on October 3, 2016. You can find information about Magellan's executive officers
and directors in its definitive proxy statement filed with the SEC on June 6, 2016. You can obtain free copies of these and other documents containing
relevant information at the SEC’s website at www.sec.gov or by contacting Magellan by mail at 1775 Sherman Street, Suite 1950, Denver, Colorado
80203, or by telephone at (720) 484-2400.
Legal disclaimers
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Combined company ownership Tellurian Investments Inc. (“Tellurian”) was founded
in February 2016 to develop low cost LNG export
projects on the US Gulf Coast
– Tellurian was co-founded by Charif Souki and
Martin Houston and is led by Meg Gentle (CEO)
Definitive Merger Agreement between Magellan
and Tellurian signed on 3 August 2016
– Exchange ratio of 1.300, resulting in Magellan
issuing 1.300 shares of Magellan for every share
of Tellurian at closing
– Currently estimated to issue ~133 million shares
to Tellurian shareholders resulting in pro forma
ownership of ~4% / 96%
– Tax free transaction to Magellan’s shareholders
Expected closing Q4 2016
Additional information available in the preliminary
joint proxy statement/prospectus of Magellan
and Tellurian filed with the SEC on 10/03/2016
Strategic combination
~4% ~96%
Magellan
shareholders
Tellurian
shareholders
100%
100%
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Merger conditions
Board
Proposed merger results from extensive strategic
alternatives review process
– None of Magellan’s remaining assets currently
generate revenues
Ability to participate in unique business plan
– Driftwood LNG positioned to take advantage of
growing LNG market
Attractive valuation of Magellan’s existing assets
Highly experienced team with a track record of
success in the LNG business
Magellan shareholders’ approval
NASDAQ’s approval of initial listing application
Customary conditions, including representations and
warranties
Tellurian shareholders’ approval
All board members of Magellan to resign at closing
Combined company Board to be composed of Charif
Souki, Martin Houston, Meg Gentle, Mike Bock,
Brooke Petersen and two additional independent
directors
Merger rationale
Merger consideration
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Proposed 26 mtpa LNG export facility in Louisiana
Location Site
Driftwood LNG project
26 mtpa liquefaction capacity = 5 LNG plants, each made up of 1 natural gas pre-treatment unit and 4
liquefaction units with nominal capacity of 1.3 mtpa each (i.e. 5.2 mtpa per plant)
~800-acre site on the Calcasieu River near Lake Charles, Louisiana
Three 235,000 m3 full containment LNG storage tanks
Three marine loading berths
Liquefaction technology of Chart Industries’ proprietary IPSMR® process
Refrigeration compressors driven by GE aero derivative natural gas turbines
96-mile pipeline delivering ~ 4.0 bcf/d
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Developing low cost LNG export projects on the US Gulf Coast
Engineering and construction improvements
– Design based on existing technologies and off-the-shelf equipment (vs. expensive bespoke designs)
– Higher density of production, using less pipe
– Targeting construction costs of $450 to $550 per tonne (before owners’, financing and pipeline costs and
contingencies)
Integration with development partners
– Integrated approach from the beginning of the design process
– Project costs to be guaranteed under turnkey EPC contract with Bechtel including cooling technology and
turbines, resulting in 1) limited risk of cost overrun and 2) reduced financing costs
Experience
– Team has built 15 LNG trains globally
– Cheniere’s Sabine Pass project is on time and on budget
Greater reliability
– Design provides built-in redundancy (from 5 LNG plants, each made up of a natural gas pre-treatment unit
and 4 liquefaction units)
Tellurian cost leader
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Strategically aligned with best-in-class partners to reset LNG cost benchmarks
Integration with development partners
Function Partner Description
EPC
Bechtel is a world leader in the LNG industry and has built 41
facilities producing 120 mtpa to date: c. 45% of global capacity
Founders have deep relationship with Bechtel: 15 Bechtel trains
built or under construction for Cheniere and BG Group
Liquefaction
technology
Chart is a world-class maker of brazed aluminum heat exchangers
(BAHX) for all technologies
Has supplied more than 10,000 BAHX cores – more than 500 for
LNG service
Tellurian intends to use Chart’s Integrated Pre-cooled Single Mixed
Refrigerant (IPSMR®) liquefaction process
Turbines and
compressors
GE Oil & Gas has 25+ years of experience in LNG technology
Expertise in delivering refrigerant compressors and turbines for
some of the world’s largest projects
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Proposed project schedule
Key milestones
Approximately 2 years to conduct environmental studies, permitting and FERC application
– FERC pre-filing process initiated in June 2016 and stakeholder engagement underway
– FERC expected to issue ‘notice to proceed’ in 2018
Approximately 4 years from start of construction to final commissioning of first plant
First plant targeted for start-up in 2022, with remaining plants coming online by 2025
Timeline
2016
June FERC
Pre-Filing
Review
2017
Q1 FERC
application
filing
2018
Construction
begins,
pending
regulatory
approval
2023
Full pipeline
operations
2025
All LNG plants
operational
2022
First LNG plant
operational
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Charif Souki, Chairman
Founded Cheniere Energy, the first LNG export company in the United States, growing it to a $9
Bn company while serving as CEO from 2002 to 2015
A lifelong entrepreneur, Charif has spent 20 years raising and investing capital in a range of
industries globally
Pro-forma management team
Martin Houston, Executive Vice Chairman
Spent three decades at BG Group plc, a FTSE 10 international integrated oil and gas company,
retiring in November 2013 as Chief Operating Officer and an executive director
Conducted business in over 40 countries in an energy career spanning 35 years
Meg Gentle, CEO and President
Former EVP of Marketing at Cheniere Energy based in London, England
Previously served as Chief Financial Officer of Cheniere Energy, managing Cheniere energy’s
liquidity, negotiating $25 billion of debt and equity financings and turning Cheniere into a
multibillion company
Antoine Lafargue, Chief Financial Officer
Spent six years at Magellan Petroleum, serving in various roles including President, CEO, CFO,
Treasurer and Corporate Secretary
Previously he was with Falcon Gas Storage, Arcapita and served in various financial advisory
roles for the energy sector