Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On September 21, 2022, Talos Energy Inc., a Delaware corporation ("Talos"), Talos Production Inc., a Delaware corporation and an indirect wholly owned subsidiary of Talos ("Talos Production"), Tide Merger Sub I Inc., a Delaware corporation and a directly wholly owned subsidiary of Talos ("Merger Sub Inc."), Tide Merger Sub II LLC, a Delaware limited liability company and a directly wholly owned subsidiary of Talos ("Merger Sub LLC"), Tide Merger Sub III LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Talos Production ("UnSub"), EnVen Energy Corporation, a Delaware corporation ("EnVen"), and BCC EnVen Investments, L.P., a Delaware limited partnership, in its capacity as the representative of the equityholders of EnVen, entered into an Agreement and Plan of Merger (the "Merger Agreement"). Capitalized terms used herein but not otherwise defined will have the meanings ascribed to them in the Merger Agreement.

Transaction Structure and Consideration

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions set forth therein, Merger Sub Inc. will merge with and into EnVen (the "First Merger"), with EnVen continuing as the surviving corporation in the First Merger (the "First Surviving Corporation"), and, immediately following the First Merger, the First Surviving Corporation will merge with and into Merger Sub LLC (the "Second Merger"), with Merger Sub LLC continuing as the surviving entity in the Second Merger (the "Surviving Company").

Promptly following the date hereof, Talos will conduct a consent solicitation to obtain the requisite holders' consent to certain amendments to the Parent Second Lien Notes Indenture to permit the incurrence of indebtedness in respect of EnVen's 11.750% Senior Secured Second Lien Notes due 2026 (the "EnVen 11.750% Notes," and such solicitation, the "Notes Consent Solicitation"). If the Notes Consent Solicitation is successful, the Surviving Company will merge with and into Talos Production (the "Combined Structure Merger"). If the Notes Consent Solicitation is unsuccessful, unless the parties otherwise mutually agree, the Surviving Company will merge with and into UnSub (the "Alternative Structure Merger," and in either case, the "Third Merger," and together with the First Merger and Second Merger, the "Mergers"), with either Talos Production or UnSub surviving the Third Merger (the "Final Surviving Company"). Additional information relating to the Notes Consent Solicitation is included under the subheader "Talos 12.00% Notes Consent Solicitation" below.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the First Merger (the "Effective Time"), each share of Class A Common Stock, par value $0.001 per share, of EnVen (the "EnVen Common Stock") issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive:

(a) a number of shares of common stock, par value $0.01 per share, of Talos (the "Talos Common Stock"), equal to the quotient of (i) 43,800,000 shares, divided by, (ii) the aggregate number of shares of EnVen Common Stock outstanding immediately prior to the Effective Time (for the avoidance of doubt, including the Conversion Shares (as defined below) and Converted Equity Award Shares (as defined in the Merger Agreement)) (the "Per Share Stock Consideration"); and

(b) an amount in cash equal to quotient of (i) sum of (A) $212,500,000, less (B) the amount of cash paid by EnVen (and not otherwise funded by the applicable awardholder) in respect of withholding tax liabilities associated with the settlement of EnVen PSUs and EnVen RSUs (each term as defined below) and the exercise of EnVen Options (as defined below) outstanding as of immediately prior to the Effective Time, each in accordance with the Merger Agreement, plus (C) the aggregate exercise price of all EnVen Options received by EnVen in cash prior to the Effective Time in connection with the exercise of EnVen Options outstanding as of immediately prior to the Effective Time in accordance with the Merger Agreement, divided by (ii) the aggregate number of shares of EnVen Common Stock outstanding immediately prior to the First Effective Time (for the avoidance of doubt, including the Conversion Shares and Converted Equity Award Shares) (the "Per Share Cash Consideration" and, together with the Per Share Stock Consideration, the "Per Share Consideration").

Immediately prior to the Effective Time, in accordance with EnVen's Amended Certificate of Designation, all outstanding shares of preferred stock, par value $0.001 per share, of EnVen designated as "Series A Convertible Perpetual Preferred Stock" (the "EnVen Series A Preferred Shares") will be automatically converted (the "Preferred Conversion") into shares of EnVen Common Stock (the "Conversion Shares"). Immediately upon the Preferred Conversion, all EnVen Series A Preferred Shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and will thereafter each represent only the right to receive the Per Share Consideration.



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Each share of EnVen Common Stock held by EnVen (including treasury stock) immediately prior to the Effective Time will be cancelled without any conversion and will cease to exist, and no payment will be made with respect thereto.

At the Effective Time, by virtue of the First Merger, each share of capital stock of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and non-assessable share of common stock of the First Surviving Corporation.

At the effective time of the Second Merger, by virtue of the Second Merger, each share of capital stock of the First Surviving Corporation will be cancelled and each limited liability company interest of the Surviving Company issued and outstanding will be converted into one validly issued, fully paid and non-assessable limited liability company interest of the Surviving Company.

At the effective time of the Third Merger, by virtue of the Third Merger, each limited liability company interest of the Surviving Company will be cancelled and each share of capital stock of Talos Production or limited liability company interests of UnSub, as the case may be, issued and outstanding will remain outstanding and unaffected by the Third Merger and will constitute the only outstanding shares of capital stock or limited liability company interests of the Final Surviving Company.

Post-Closing Governance

Following the closing of the Mergers, Talos's existing stockholders and EnVen's existing stockholders will own approximately 66% and 34%, respectively, of the combined company.

In connection with the consummation of the Mergers, pursuant to the Talos Support Agreement (as defined below), Riverstone Holdings LLC will agree to, among other things, (i) terminate that certain Amended & Restated Stockholders' Agreement, dated as of March 29, 2022, among Talos, Riverstone Talos Energy . . .

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The description set forth under "Post-Closing Governance" under Item 1.01 hereto is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the press release issued on September 22, 2022 regarding the Mergers is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. Additionally, Talos posted an investor presentation relating to the Mergers on September 22, 2022. The press release and investor presentation can each be reviewed on Talos's website at www.talosenergy.com under the "Investor Relations" tab. Information on Talos's website does not constitute a part of this Current Report on Form 8-K.

Talos will host a conference call, relating to the Mergers, which will be broadcast live over the internet, on Thursday, September 22, 2022 at 9:00 AM Eastern Time (8:00 AM Central Time).

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 will 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 will 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. The submission of the information set forth in this Item 7.01 will not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibit 99.1, that is provided solely in connection with Regulation FD.

Additional Information and Where To Find It

In connection with the proposed merger (the "Proposed Transaction") between Talos Energy Inc. ("Talos") and EnVen Energy Corporation ("EnVen"), Talos intends to file with the SEC a registration statement on Form S-4 (the "Registration Statement") to register the shares of Talos's common stock to be issued in connection with the Proposed Transaction. The Registration Statement will include a document that serves as a prospectus and proxy statement of Talos and a consent solicitation statement of EnVen (the "proxy statement/consent solicitation statement/prospectus"), and each party will file other documents regarding the Proposed Transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF TALOS AND ENVEN ARE URGED TO CAREFULLY AND THOROUGHLY READ, WHEN THEY BECOME AVAILABLE, THE REGISTRATION STATEMENT, THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY TALOS AND ENVEN WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TALOS AND ENVEN, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.



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After the Registration Statement has been declared effective, a definitive proxy statement/consent solicitation statement/prospectus will be mailed to shareholders of each of Talos and EnVen. Investors will be able to obtain free copies of the Registration Statement and the proxy statement/consent solicitation statement/prospectus, as each may be amended from time to time, and other relevant documents filed by Talos and EnVen with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Talos, including the proxy statement/consent solicitation statement/prospectus (when available), will be available free of charge from Talos's website at www.talosenergy.com under the "Investor Relations" tab.

Participants in the Solicitation

Talos, EnVen and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Talos's stockholders and the solicitation of written consents from EnVen's stockholders, in each case with respect to the Proposed Transaction. Information about Talos's directors and executive officers is available in Talos's Annual Report on Form 10-K for the 2021 fiscal year filed with the SEC on February 25, 2022, and its definitive proxy statement for the 2022 annual meeting of stockholders filed with the SEC on April 6, 2022. Information about EnVen's directors and executive officers is available via EnVen's website at www.enven.com. Other information regarding the participants in the solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the proxy statement/consent solicitation statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed Transaction when they become available. Security holders, potential investors and other readers should read the proxy statement/consent solicitation statement/prospectus carefully when it becomes available before making any voting or investment decisions.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act").

Forward Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of 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 Current Report on Form 8-K, 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. These forward-looking statements include, but are not limited to, (1) Talos's future production and capital expenditures and (2) statements regarding the Proposed Transaction with EnVen described herein and as adjusted descriptions of the combined company and its operations, integration, debt levels, acreage, well performance, development plans, per unit costs, ability to maintain production within cash flow, production, cash flows, synergies, type curves, opportunities and anticipated future performance. Information adjusted for the Proposed Transaction should not be considered a forecast of future results. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Current Report on Form 8-K. These include the possibility that Talos stockholders may not approve the issuance of new shares of Talos common stock in the Proposed Transaction or that stockholders of EnVen may not approve the Merger Agreement; the risk that a condition to closing of the Proposed Transaction may not be satisfied, that either party may terminate the Merger Agreement or that the closing of the Proposed Transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Proposed Transaction; the parties do not receive regulatory approval of the Proposed Transaction; the risk that changes in Talos's capital structure and governance could have adverse effects on the market value of its securities; the ability of Talos to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers and on Talos's operating results and business generally; the risk that the Proposed



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Transaction could distract management from ongoing business operations or cause Talos to incur substantial costs; the risk that Talos does not realize expected benefits of its hedges; the success of our carbon capture and sequestration projects; commodity price volatility due to the continued impact of the coronavirus disease 2019 ("COVID-19"), including any new strains or variants, and governmental measures related thereto on global demand for oil and natural gas and on the operations of our business; the ability or willingness of OPEC and other state-controlled oil companies ("OPEC Plus"), such as Saudi Arabia and Russia, to set and maintain oil production levels; the impact of any such actions; the lack of a resolution to the war in Ukraine and its impact on certain commodity markets; lack of transportation and storage capacity as a result of oversupply, government and regulations; lack of availability of drilling and production equipment and services; adverse weather events, including tropical storms, hurricanes and winter storms; cybersecurity threats; inflation; environmental risks; failure to find, acquire or gain access to other discoveries and prospects or to successfully develop and produce from our current discoveries and prospects; geologic risk; drilling and other operating risks; well control risk; regulatory changes; the uncertainty inherent in estimating reserves and in projecting future rates of production; cash flow and access to capital; the timing of development expenditures; potential adverse reactions or competitive responses to our acquisitions and other transactions, generally, including those discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 25, 2022 and in our Quarterly Reports on Form 10-Q that are available on Talos's website at www.talosenergy.com and on the website of the SEC at www.sec.gov. All forward-looking statements are based on assumptions that Talos believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is . . .

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number                              Description of Exhibit

 2.1#         Merger Agreement, dated as of September 21, 2022, by and among Talos
            Energy Inc., Talos Production Inc., Tide Merger Sub I Inc., Tide
            Merger Sub II LLC, Tide Merger Sub III LLC, BCC Enven Investments,
            L.P. and EnVen Energy Corporation.

 4.1          Registration Rights Agreement, dated September 21, 2022, by and
            among Talos Energy Inc. and the Persons listed on Schedule A thereto.


10.1#         Form of Support Agreement, by and between Talos Energy Inc., EnVen
            Energy Corporation and the EnVen Supporting Stockholders .

10.2          Form of Support Agreement, by and between EnVen Energy Corporation,
            Talos Energy Inc. and the Talos Supporting Stockholders .

99.1          Press Release, dated September 22, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

# The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of

Regulation S-K and will be provided to the Securities and Exchange Commission


  upon request.



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