TALOS ENERGY INC. Item 7.01. Regulation FD Disclosure.
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 is deemed to be "furnished" solely pursuant to Item 7.01 of Form 8-K and shall 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 shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger (the "Proposed Transaction") between
Talos and EnVen, Talos has filed with the
On or about the date hereof, a definitive proxy statement/consent solicitation
statement/prospectus is being mailed to shareholders of each of Talos and EnVen.
Investors may 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 the 2021 fiscal year
filed with the
1--------------------------------------------------------------------------------
NO OFFER OR SOLICITATION
This communication 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.
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 Exchange
Act. 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; our
ability to consummate the Proposed Transaction with EnVen on the terms currently
contemplated; the anticipated future performance of the combined company; the
success of our carbon capture and sequestration projects; commodity price
volatility; the lack of a resolution to the war in
2--------------------------------------------------------------------------------
production; cash flow and access to capital; the timing of development
expenditures; potential adverse reactions or competitive responses to Talos's
acquisitions and other transactions; the possibility that the anticipated
benefits of Talos's acquisitions are not realized when expected or at all,
including as a result of the impact of, or problems arising from, the
integration of acquired assets and operations, and the other risks discussed in
Part I, Item 1A. "Risk Factors" of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit 99.1 Press Release, datedJanuary 11, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
--------------------------------------------------------------------------------
© Edgar Online, source
