Talos Energy (NYSE: TALO) expands Gulf deepwater output in $850M deal
Rhea-AI Filing Summary
Talos Energy Inc. agreed to a major deepwater acquisition in the Gulf of America, with Talos Ocho and a Ridgewood Energy affiliate buying oil and gas assets from Shell Offshore for an unadjusted $1.7 billion. Each buyer will hold 50% of the package, including a 50% working interest and operatorship in the Coulomb field and a 25% working interest in BP-operated Na Kika and related fields, subject to BP’s 30‑day preferential purchase right on the Na Kika interests.
Talos’ share is $850 million, backed by a $42.5 million deposit, and it expects final net cash outlay of about $450–$500 million after interim cash flows. The assets contributed roughly 16 MBoe/d in Q1 2026, with 23 MMBoe of proved reserves and 10 MMBoe of probable reserves, net to Talos. A related credit agreement amendment reaffirms the borrowing base at $700 million and, upon closing the acquisition, increases it to up to $850 million and raises the letter of credit sublimit to $300 million. Closing is targeted by the end of 2026, subject to antitrust clearance and other customary conditions.
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Insights
Talos lines up a sizable, debt-supported Gulf deepwater bolt-on with immediate production and reserves.
Talos Energy is committing $850 million net to acquire Shell’s interests in Coulomb and Na Kika, adding about 16 MBoe/d of Q1 2026 production and 23 MMBoe proved plus 10 MMBoe probable reserves, net to Talos. This meaningfully expands scale in its core deepwater geography.
The company expects net cash consideration of roughly $450–$500 million after interim cash flow from an effective date of July 1, 2025. Financing combines cash on hand and debt, with lenders agreeing to lift the borrowing base from $700 million to up to $850 million and increase the letter of credit sublimit to $300 million.
Execution hinges on closing by year-end 2026, clearance under the Hart‑Scott‑Rodino Act, and the outcome of BP’s 30‑day preferential right over Na Kika interests. Future company disclosures may clarify the final asset mix, realized purchase price after adjustments, and post‑closing leverage profile.
8-K Event Classification
Key Figures
Key Terms
Preferential Right financial
borrowing base financial
overriding royalty interest financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
proved reserves financial
letter of credit sublimit financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 1.01. | Entry Into a Material Definitive Agreement |
Purchase Agreement
On June 30, 2026, Talos Ocho Energy LLC (“Talos Ocho”), a Delaware limited liability company and an indirect wholly owned subsidiary of Talos Energy Inc., a Delaware corporation (“Talos” or the “Company”), and RE Fund V Holdco II Infrastructure, LLC, a Delaware limited liability company and an affiliate of Ridgewood Energy Corporation (together with Talos Ocho, the “Buyers”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Shell Offshore Inc., a Delaware corporation (“Seller”), pursuant to which the Buyers agreed to acquire certain oil and gas properties and related assets located in the Outer Continental Shelf in the Mississippi Canyon area of the Gulf of America, including interests in the Na Kika and Coulomb deepwater producing assets (the “PSA Assets”), for an unadjusted aggregate cash purchase price of $1,700 million, subject to certain customary adjustments set forth in the Purchase Agreement (as it may be adjusted, the “Purchase Price”). The Purchase Agreement contains customary representations and warranties, covenants and indemnification provisions and has an economic effective date of July 1, 2025.
Pursuant to the Purchase Agreement, each Buyer will acquire an undivided 50% interest in the PSA Assets, each such undivided interest comprising a 50% working interest in the Coulomb field and a 25% working interest in the BP-operated Na Kika platform and related Kepler, Ariel, Fourier and Herschel fields, and Talos Ocho will acquire operatorship of the Coulomb field (collectively, the “Acquisition”). Assuming all of the PSA Assets, some of which are subject to the Preferential Right (as defined below), are transferred at closing of the Acquisition, each Buyer’s share of the unadjusted Purchase Price is $850 million. In connection with and upon execution of the Purchase Agreement, to assure the parties’ performance of their respective obligations, each Buyer deposited a cash deposit of $42.5 million (an aggregate of $85 million) (the “Deposit”) with an escrow agent pursuant to an escrow agreement among the Buyers, Seller and the escrow agent. The Deposit will be credited toward the Purchase Price payable at the closing of the Acquisition.
Seller’s working interests in the Kepler, Ariel, Fourier and Herschel fields operated by BP and comprising a portion of the PSA Assets (the “Na Kika Interests”) are subject to a preferential right to purchase in favor of BP (the “Preferential Right”). BP has a period of 30 days to exercise the Preferential Right following its receipt of notice of the Buyers’ intent to purchase the Na Kika Interests. Pursuant to the Purchase Agreement, if BP exercises the Preferential Right, the Na Kika Interests will be excluded from the Acquisition and the Purchase Price will be reduced by the allocated value of the Na Kika Interests.
The Purchase Agreement also provides for a price-based upside sharing arrangement and a commitment of 100% of oil volumes through December 31, 2027 via a crude oil purchase agreement with a Seller trading affiliate, as well as, solely to the extent the Na Kika Interests are acquired by the Buyers in the Acquisition, (i) a 2.5% overriding royalty interest granted to Seller for production from certain new leases utilizing the Na Kika platform that may be entered into in the future and (ii) two $10 million contingent payments to Seller, each payable by the Buyers upon Seller achieving certain contractual milestones with respect to production handling at the Na Kika platform within the timeframes specified in the Purchase Agreement.
The Acquisition is expected to close by the end of 2026, subject to the satisfaction of customary closing conditions, including, among others, (i) the accuracy of each party’s representations and warranties in the Purchase Agreement (subject to specified materiality standards and customary qualifications), (ii) each party’s performance or compliance in all material respects with the covenants contained in the Purchase Agreement, and (iii) the receipt of necessary government consents or approvals, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or any applicable foreign antitrust law. There can be no assurance that these closing conditions will be satisfied.
The Purchase Agreement also provides for certain termination rights for Seller and the Buyers, including (and subject to certain conditions and exceptions in each case), (a) from or after October 1, 2026 the (“Target Closing Date”), by either Seller or the Buyers, if the other party’s conditions to close have been satisfied but such party refuses to close, or (b) from or after December 31, 2026 (the “Outside Date”) if any of such party’s conditions to close have not been satisfied or waived or closing has not otherwise occurred.
Subject to certain further terms, conditions and exceptions, if the Purchase Agreement is terminated, or is terminable, (a) by Seller, (i) from or after the Outside Date if Seller’s conditions to closing have not been satisfied (or waived) as a result of the breach or failure of any of the Buyers’ representations, warranties, or covenants under the Purchase Agreement or the failure of the Buyers to deliver requisite closing deliverables or (ii) if the Target Closing Date has occurred, all of the Buyers’ conditions to closing have been satisfied or waived and the Buyers are unable or unwilling to perform their closing obligations, then Seller will have the right to terminate the Purchase Agreement and receive the entirety of the Deposit as liquidated damages; or (b) by the Buyers, (i) from or after the Outside Date if the Buyers’ conditions to closing have not been satisfied (or waived) as a result of the breach or failure of any of Seller’s representations, warranties, or covenants under the Purchase Agreement, the failure of Seller to deliver requisite closing deliverables or a third party has challenged the validity of a preferential rights notice or the Acquisition contemplated by the Purchase Agreement or (ii) if the Target Closing Date has occurred, all of Seller’s conditions to closing have been satisfied or waived and Seller is unable or unwilling to perform its closing obligations, then the Buyers will have the right to terminate the Purchase Agreement, receive a refund of the Deposit and seek specific performance by Seller to consummate the Acquisition. The Buyers’ respective obligations under the Purchase Agreement are several and not joint, and Seller’s receipt of the Deposit as liquidated damages shall be Seller’s sole and exclusive remedy in the event of a termination by Seller as described above.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated into this Item 1.01 by reference.
The Purchase Agreement has been included with this Current Report to provide investors and security holders with information regarding the terms of the transactions contemplated therein. It is not intended to provide any other factual information about Talos, the Buyers, Seller or the PSA Assets. The representations, warranties, covenants and agreements contained in the Purchase Agreement, which are made only for purposes of the Purchase Agreement and as of specific dates, are solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Talos’ security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or the PSA Assets. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Talos’ public disclosures.
Credit Agreement Amendment
On June 30, 2026, contemporaneously with entry by Talos Ocho into the Purchase Agreement, the Company, Talos Production Inc., a Delaware limited liability company and a wholly owned subsidiary of the Company (“Talos Production”), and certain other direct and indirect subsidiaries of the Company and Talos Production entered into the Borrowing Base Redetermination Agreement, Incremental Agreement, and First Amendment to Amended and Restated Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement Amendment, among other things, permits the incurrence of additional indebtedness in order to fund the Acquisition, with such indebtedness excluded from any reduction of the borrowing base that would otherwise result from such incurrence, and reaffirms the borrowing base at $700 million as part of the biannual redetermination of the borrowing base, effective upon closing of the Credit Agreement Amendment. The Credit Agreement Amendment also (i) provides for a borrowing base increase from $700 million to $850 million (or $800 million if BP exercises the Preferential Right) and (ii) provides for an increase in the letter of credit sublimit from $250 million to $300 million, in each case, subject to and effective upon the consummation of the Acquisition.
The foregoing description of the Credit Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report and incorporated into this Item 1.01 by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report under the heading “Credit Agreement Amendment” is incorporated by reference into this Item 2.03.
| Item 7.01. | Regulation FD Disclosure. |
On June 30, 2026, Talos issued a press release regarding the Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished in this Current Report pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of Talos under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 2.1* | Purchase and Sale Agreement, dated as of June 30, 2026, by and among Shell Offshore Inc., Talos Ocho Energy LLC, and RE Fund V Holdco II Infrastructure, LLC. | |
| 10.1* | Borrowing Base Redetermination Agreement, Incremental Agreement, and First Amendment to Amended and Restated Credit Agreement, dated as of June 30, 2026, by and among Talos Energy Inc., Talos Production Inc., each other Credit Party, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Lender party thereto. | |
| 99.1 | Press Release, dated June 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |
| * | Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 30, 2026 | ||||||
| TALOS ENERGY INC. | ||||||
| By: | /s/ William S. Moss III | |||||
| Name: | William S. Moss III | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
Talos Energy Announces Strategic Acquisition of Gulf of America Deepwater Oil Assets
Houston, Texas, June 30, 2026 – Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today announced the execution of a definitive agreement to jointly acquire certain deepwater assets in the Gulf of America from Shell Offshore Inc. (“Shell”), alongside an affiliate of Ridgewood Energy Corporation, for cash consideration of $850 million (net to Talos), subject to customary purchase price adjustments (the “Acquisition”). Talos expects its final net cash consideration to be approximately $450—$500 million(1), based upon estimated interim cash flow from the acquired assets from the July 1, 2025 Acquisition effective date.
Strategic Rationale:
| • | Enhances Scale with Significant Financial Accretion: Adds low-cost, high-margin, oil-weighted production and is expected to be immediately accretive to key financial metrics. |
| • | Increases Reserves and Production with Future Development Upside: Adds proved reserves of approximately 23 million barrels of oil equivalent (“MMBoe”) and 10 MMBoe of probable reserves, with additional operated Infrastructure-Led Exploration (ILX) opportunities supporting future growth. Production for the first quarter 2026 was 16 thousand barrels of oil equivilent per day (“MBoe/d”), ~77% oil. |
| • | Maintains Balance Sheet Strength and Financial Flexibility: The transaction is expected to be funded through a combination of cash on hand and debt, allowing Talos to maintain a strong balance sheet and leverage profile consistent with its disciplined capital allocation framework. |
Talos President and Chief Executive Officer Paul Goodfellow commented, “We are pleased to announce the acquisition of these high-quality deepwater assets directly aligned with Pillar Two of our strategy. The bolt-on is highly accretive, materially enhances free cash flow, and includes Infrastructure-Led Exploration opportunities where our field life extension track record can unlock value beyond current reserves. We also see a clear pathway for operated development activity to compete for capital beginning in 2027, further supporting long-term value creation as we continue to advance our strategy to build a long-lived, scaled portfolio and become the leading pure-play offshore E&P.”
GULF OF AMERICA BOLT-ON ACQUISITION
The acquired assets include a 50% working interest and operatorship in the Coulomb field owned exclusively by Shell and a 25% non-operated working interest in the BP-operated Na Kika platform and four associated fields, including Kepler, Ariel, Fourier, and Herschel. Upon executing definitive agreements, Talos provided a deposit of $42.5 million in escrow, to be credited at close. Based upon estimated interim cash flow from the acquired assets from the July 1, 2025 Acquisition effective date, Talos expects its final net cash consideration to be approximately $450—$500 million(1), excluding the deposit. The working interests in the BP-operated Na Kika platform and associated fields are subject to a 30-day preferential right by affiliates of BP, which, if exercised, would result in Talos only acquiring a 50% working interest and operatorship in the Coulomb field.
First quarter 2026 average production for the interests Talos is acquiring was approximately 16 MBoe/d (~77% oil). The acquired assets include approximately 23 MMBoe of proved reserves and probable reserves of 10 MMBoe, based on NSAI SEC year-end 2025 reserves report, net to Talos and net of P&A.
Other commercial terms of the agreement include a 50% upside sharing agreement effective at closing through year-end 2027 subject to commodity-price-based thresholds if realized price exceeds $60/Bbl as well as certain other contingencies and agreements.
The Acquisition is expected to close by the end of 2026, subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the expiration of applicable preferential purchase rights with respect to applicable Na Kika interests.
TRANSACTION FINANCING
The Company expects to fund the Acquisition through a combination of cash on hand and debt. In connection with the transaction, Talos has secured $150 million of incremental commitments from its existing lenders, increasing the Company’s borrowing base from the current $700 million to $850 million, subject to and effective upon closing the Acquisition.
Talos Executive Vice President and Chief Financial Officer Zach Dailey added, “This strategic transaction in the Gulf of America is expected to be immediately accretive to key financial metrics and deliver long-term value while maintaining balance sheet strength and preserving financial flexibility. Importantly, the increased borrowing base reflects strong confidence from our lenders in the quality of the acquired assets, Talos’s base business, and the financial framework that underpins our strategy. On a pro forma basis, we expect to maintain leverage consistent with our financial framework.”
| TALOS ENERGY INC. | 333 Clay St., Suite 3300, Houston, TX 77002 |
OPERATIONS UPDATE AND 2026 GUIDANCE
The Company successfully completed the Genovesa workover and returned the well to production late in the second quarter of 2026, consistent with its previous guidance.
As recently announced by the operator, the first Monument development well was successfully drilled to its total measured depth of 32,250 feet and encountered 245 feet of net pay confirming pre-drill expectations. Drilling is set to commence on the second development well followed by completion operations on both wells. First oil is expected by late 2026.
The Company expects to update its 2026 operating and financial guidance for the Acquisition following closing.
ADVISORS
Greenhill, a Mizuho affiliate, served as exclusive financial advisor to Talos on the Acquisition.
Footnotes:
| (1) | Assumes estimated closing date of September 1, 2026. |
ABOUT TALOS ENERGY
Talos Energy (NYSE: TALO) is a technically driven, innovative, independent energy company focused on safely maximizing long-term value through its Exploration & Production business in the United States Gulf of America and offshore Mexico. We leverage decades of technical and offshore operational expertise to acquire, explore, and produce assets in key geological trends while maintaining a focus on safe and efficient operations, environmental responsibility, and community impact. For more information, visit www.talosenergy.com.
INVESTOR RELATIONS CONTACT
Kyle Sahni
Kyle.Sahni@talosenergy.com
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This communication may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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. All statements, other than statements of historical fact included in this communication, are forward-looking statements, including, but not limited to, statements regarding our plans and expectations regarding the Acquisition, including the anticipated financing, timing and benefits of the Acquisition, the anticipated impact of the Acquisition on our financial position, growth opportunities and competitive position, and our projected costs, prospects, plans and objectives of management. 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.
We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, our ability to consummate the Acquisition on the terms currently contemplated, including the risk that we or other parties to the transaction may be unable to satisfy the conditions to closing the Acquisition; our ability to realize the anticipated benefits of the Acquisition; the risk that BP exercises its preferential right with respect to the Na Kika facilities and associated fields; changes in market conditions affecting the oil and gas industry or long-term oil and gas price levels; political or regulatory developments; reservoir performance; the outcome of future exploration efforts; timely completion of development projects; technical or operating factors; the uncertainty inherent in projecting ultimate recoverable resources and future rates of production and cash flows and access to capital; the timing of development expenditures; potential adverse reactions or competitive responses to our acquisitions and other transactions, including the proposed Acquisition; risks and uncertainties related to economic, market or business conditions; and the other risks and uncertainties discussed in our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other Securities and Exchange Commission filings.
| TALOS ENERGY INC. | 333 Clay St., Suite 3300, Houston, TX 77002 |
Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication.
| TALOS ENERGY INC. | 333 Clay St., Suite 3300, Houston, TX 77002 |