Talos Energy (NYSE: TALO) prices $800M second-priority 2034 notes
Rhea-AI Filing Summary
Talos Energy Inc. announced that its subsidiary Talos Production Inc. has priced an offering of $800 million in aggregate principal amount of new 8.000% second-priority senior secured notes due 2034. The company plans to use the net proceeds to help fund cash consideration for a pending Gulf of America acquisition, redeem all of its outstanding 9.000% second-priority senior secured notes due 2029, and pay related fees and expenses.
Talos Production also issued a conditional notice to redeem the 2029 notes on July 13, 2026 at 104.500% of principal plus accrued interest, subject to closing of the new notes offering. If the acquisition is not completed by December 31, 2026 or certain related conditions occur, up to $175 million of the new notes will be subject to a special mandatory redemption at par plus accrued interest.
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Insights
Talos refinances higher‑cost debt and funds an acquisition with new 2034 notes.
Talos Production is issuing $800 million of 8.000% second-priority senior secured notes due 2034, while planning to redeem existing 9.000% notes due 2029. Proceeds are also earmarked for cash consideration on a pending Gulf of America acquisition.
The 2029 notes are to be redeemed at 104.500% of principal on July 13, 2026, conditional on closing the new offering. A special mandatory redemption could return up to $175 million of the new notes at par if the acquisition is not completed by December 31, 2026 or specified conditions occur.
The new notes are expected to be guaranteed by Talos Energy and certain subsidiaries and secured on a second-priority basis by substantially the same collateral as the company’s senior reserves-based revolving credit facility. Actual impact will depend on successful closing of the offering and the acquisition.
8-K Event Classification
Key Figures
Key Terms
second-priority senior secured notes financial
special mandatory redemption financial
reserves-based revolving credit facility financial
qualified institutional buyers regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On July 1, 2026, Talos Production (as defined below) issued a conditional notice of redemption for all of its outstanding 9.000% second-priority senior secured notes due 2029 (the “2029 Notes”) to be redeemed on July 13, 2026 at a redemption price equal to 104.500% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date. The redemption is conditioned on the closing of the Offering (as defined below).
The information above is being furnished pursuant to this Item 7.01 of Form 8-K and shall not be deemed “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, and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
Item 8.01. Other Events.
On July 1, 2026, Talos Energy Inc., a Delaware corporation (the “Company”), issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that Talos Production Inc., a wholly owned subsidiary of the Company (“Talos Production”), has priced an offering of $800 million in aggregate principal amount of 8.000% second-priority senior secured notes due 2034 (the “Offering”).
A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference. Neither this Current Report on Form 8-K nor the press release constitutes a notice of redemption under the optional redemption provisions of the indenture governing the 2029 Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated July 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |
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: July 1, 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 Pricing of Offering of $800 Million of Second-Priority Senior Secured Notes due 2034
HOUSTON, July 1, 2026 — Talos Energy Inc. (“Talos”) (NYSE: TALO) today announced that Talos Production Inc. (the “Company”), a wholly owned subsidiary of Talos, has priced an offering (the “Offering”) of $800 million in aggregate principal amount of new 8.000% Second-Priority Senior Secured Notes due 2034 (the “New Notes”). The Company intends to use the net proceeds from the Offering to (i) fund a portion of the cash consideration for the Company’s recently announced pending Gulf of America acquisition (the “Acquisition”), (ii) fund the redemption (the “Redemption”) of all of the outstanding 9.000% Second-Priority Senior Secured Notes due 2029 issued by the Company (the “2029 Notes”), and (iii) pay related fees and expenses. The Offering is expected to close on or about July 13, 2026, subject to customary closing conditions.
If the Acquisition is not consummated on or before December 31, 2026, if the Company notifies the trustee of the New Notes that it will not pursue the consummation of the Acquisition, or if the third-party preferential right to purchase certain assets subject to the Acquisition is exercised, then an aggregate of $175 million principal amount of the New Notes will be subject to a “special mandatory redemption” at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
It is expected that the New Notes will be guaranteed on a senior basis by Talos and certain of the Company’s existing and future subsidiaries and will initially be secured on a second-priority basis by substantially the same collateral as the Company’s existing first-priority obligations under its senior reserves-based revolving credit facility.
The New Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States only in compliance with Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the New Notes or any other security of the Company, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the 2029 Notes.
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.
INVESTOR RELATIONS CONTACT
Kyle Sahni
Kyle.Sahni@talosenergy.com
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of U.S. Private Securities Litigation Reform Act of 1995. 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 the expected closing of the Offering and the intended use of the net proceeds therefrom, and the pending Acquisition. 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, risks and uncertainties related to economic, market or business conditions, satisfaction of customary closing conditions related to the Offering, and the other risks discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”), our Quarterly Reports on Forms 10-Q filed with the SEC and our other filings with the SEC, all of which can be accessed at the SEC’s website at www.sec.gov.
| 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 |