Item 7.01. Regulation FD Disclosure.
Merger Agreement
On
Copies of the investor presentation and transcript of the investor call held on
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 and Exhibit 99.2 are 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 and Exhibit 99.2, that are provided solely in connection with Regulation FD.
Additional Information and Where To Find It
In connection with the proposed merger (the "Proposed Transaction") between
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
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
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the 2021 fiscal year filed with the
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 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
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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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit 99.1 Investor Presentation, datedSeptember 22, 2022 . 99.2 Transcript of Investor Call, datedSeptember 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
upon request. 3
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