EX-3.27 8 d34145dex327.htm EX-3.27 EX-3.27

Exhibit 3.27

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:44 PM 10/20/2010
FILED 01:39 PM 10/20/2010
SRV 101012200 - 4887160 FILE
 

 

CERTIFICATE OF FORMATION
OF
GULF COAST ENERGY RESOURCES, LLC

 

1. The name of the limited liability company is Gulf Coast Energy Resources, LLC (the “Company”).

 

2. The registered office of the Company in the State of Delaware is located at the Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

 

IN WITNESS WHEREOF, the undersigned has executed this certificate this 20th day of October, 2010.

 

  By: /s/ Sarah E. McLean
  Name: Sarah E. McLean
  Title: Authorized Person

 


 

  State of Delaware
Secretary of State
Division or Corporations
Delivered 06:41 PM 07/21/2015
FILED 06:30 PM 07/21/2015
SRV 151077058 - 4887160 FILE

 

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company:  
  Gulf Coast Energy Resources, LLC
     
2. The Certificate of Formation of the limited liability company is hereby amended as follows:
  1.  The name of the limited liability company is
Talos Gulf Coast LLC

 

  IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 6th day of July, A.D. 2015.
 
  By: /s/ William S. Moss III
    Authorized Person(s)
    William S. Moss III
    Sr. Vice President & General Counsel
  Name:  
    Print or Type

 

 


 

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:17 AM 12/21/2018
FILED 11:17 AM 12/21/2018
SR 20188310716 - File Number 4887160
 

 

CERTIFICATE OF MERGER

 

MERGING

 

TALOS MANAGEMENT INTERMEDIARY LLC

 

WITH AND INTO

 

TALOS GULF COAST LLC

 

December 21, 2018

 

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, Talos Gulf Coast LLC, a Delaware limited liability company (the “Company”) hereby certifies the following information relating to the merger of Talos Management Intermediary LLC, a Delaware limited liability company (“Talos Management Intermediary”) with and into the Company (the “Merger”):

 

FIRST: The name and state of formation of each of the constituent entities (the “Constituent Companies”) of the Merger are as follows:

 

Name   State of Domicile
     
Talos Gulf Coast LLC   Delaware
     
Talos Management Intermediary LLC   Delaware

 

SECOND: The Agreement and Plan of Merger dated as of December 21, 2018, by and between the Constituent Companies (the Merger Agreement”), setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Companies in accordance with Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

 

THIRD: The Company is the surviving limited liability company of the Merger (the Surviving Entity), and the name of the Surviving Entity shall be “Talos Gulf Coast LLC.”

 

FOURTH: This Certificate of Merger, and the Merger shall become effective on December 31, 2018 at 11:59 p.m. eastern time.

 

FIFTH: The Limited Liability Company Agreement of the Surviving Entity shall be the existing Limited Liability Company Agreement of the Company, as amended and in effect immediately prior to the Merger.

 


 

 

SIXTH: The Merger Agreement is on file at the office of the Surviving entity at 333 Clay Street, Suite 3300; Houston, Texas 77002.

 

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any member of either the Company or Talos Management Intermediary.

 

[Signature Page Follows]

 

 


 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of the date first written above.

 

  TALOS GULF COAST LLC
   
  By: /s/ Deborah S. Huston 
    Name: Deborah S. Huston
    Title: Vice President, Deputy General Counsel, and Assistant Secretary

 

SIGNATURE PAGE

CERTIFICATE OF MERGER

 

 


 

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:25 AM 12/21/2018
FILED  11:25 AM 12/21/2018
SR 20188310722   - File Number  4887160
 

 

CERTIFICATE OF MERGER

 

MERGING

 

TALOS MANAGEMENT HOLDINGS LLC

 

WITH AND INTO

 

TALOS GULF COAST LLC

 

December 21, 2018

 

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, Talos Gulf Coast LLC, a Delaware limited liability company (the “Company”) hereby certifies the following information relating to the merger of Talos Management Holdings LLC, a Delaware limited liability company (“Talos Management Holdings”) with and into the Company (the “Merger”):

 

FIRST: The name and state of formation of each of the constituent entities (the Constituent Companies”) of the Merger are as follows:

 

Name   State of Domicile
     
Talos Gulf Coast LLC   Delaware
     
Talos Management Holdings LLC   Delaware

 

SECOND: The Agreement and Plan of Merger dated as of December 21, 2018, by and between the Constituent Companies (the “Merger Agreement”), setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Companies in accordance with Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

 

THIRD: The Company is the surviving limited liability company of the Merger (the “Surviving Entity”), and the name of the Surviving Entity shall be “Talos Gulf Coast LLC.”

 

FOURTH: This Certificate of Merger, and the Merger shall become effective on January 2, 2019 at 11:59 p.m. eastern time.

 

FIFTH: The Limited Liability Company Agreement of the Surviving Entity shall be the existing Limited Liability Company Agreement of the Company, as amended and in effect immediately prior to the Merger.

 

 


 

 

SIXTH: The Merger Agreement is on file at the office of the Surviving Entity at 333 Clay Street, Suite 3300; Houston, Texas 77002.

 

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any member of either the Company or Talos Management Holdings.

 

[Signature Page Follows]

 

 


 

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of the date first written above.

 

  TALOS GULF COAST LLC
   
  By: /s/ Deborall S. Huston 
    Name: Deborall S. Huston
    Title: Vice President, Deputy General Counsel, and Assistant Secretary

 

Signature Page
Certificate of Merger