Proceeds are slated to help fund a pending Gulf of America acquisition, redeem 9.000% notes due 2029 and cover related costs, with a $175 million special mandatory redemption tied to deal conditions.
Talos Energy said its wholly owned subsidiary, Talos Production Inc., has begun offering $800 million of Second-Priority Senior Secured Notes due 2034. The company plans to use the net proceeds to fund part of the cash consideration for its recently announced pending Gulf of America acquisition, redeem all outstanding 9.000% Second-Priority Senior Secured Notes due 2029, and pay related fees and expenses. If the acquisition is not completed by December 31, 2026, if the company tells the trustee it will not pursue the transaction, or if a third-party preferential right to purchase certain assets is exercised, $175 million of the new notes would be subject to a special mandatory redemption (required early repayment under set conditions) at 100% of principal plus accrued and unpaid interest, excluding the redemption date. Talos said the notes are expected to be guaranteed on a senior basis by Talos and certain existing and future subsidiaries and initially secured on a second-priority basis by substantially the same collateral backing the company’s senior reserves-based revolving credit facility (borrowing line secured by oil and gas reserves). The notes are being marketed in the United States to qualified institutional buyers under Rule 144A and outside the United States under Regulation S, and have not been registered under the Securities Act of 1933.