[8-K] TALOS ENERGY INC. Reports Material Event
Rhea-AI Filing Summary
Talos Energy Inc., through wholly owned subsidiary Talos Production Inc., has commenced a private offering of $800 million second-priority senior secured notes due 2034. The company plans to use net proceeds to help fund its pending Gulf of America acquisition, redeem all outstanding 9.000% second-priority senior secured notes due 2029, and pay related fees and expenses.
If the acquisition is not completed by December 31, 2026 or certain conditions occur, $175 million of the new notes will be subject to a special mandatory redemption at par plus accrued interest. Exhibited excerpts show that, on a 2025 pro forma basis, Talos and the target assets would have generated total revenues of $2,151,320 thousand and Adjusted EBITDA of $1,533,771 thousand, with total proved reserves of 197,416 MBoe and PV-10 of $3,858,912 thousand. Pro forma average net daily production for 2025 would have been 113.0 MBoe/d, highlighting the potential scale increase from the acquisition.
Positive
- None.
Negative
- None.
Insights
Talos adds $800M in new secured notes to fund a major offshore acquisition and refinance 2029 debt.
Talos Production Inc. is issuing $800 million of second-priority senior secured notes due 2034 in a private offering. Net proceeds are earmarked to fund part of the Gulf of America acquisition, redeem existing 9.000% second-priority notes due 2029, and cover fees and expenses.
Exhibited pro forma data show Talos plus the target assets would have delivered $2,151,320 thousand in 2025 revenues and Adjusted EBITDA of $1,533,771 thousand, with total proved reserves of 197,416 MBoe and PV-10 of $3,858,912 thousand. These figures underline a materially larger offshore portfolio.
The notes include a special mandatory redemption of $175 million at 100% of principal if the acquisition fails by December 31, 2026 or specified conditions occur, partially mitigating deal-failure risk for investors. Actual leverage and interest-cost impact will depend on final terms and closing of the acquisition and redemption.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. | Regulation FD Disclosure. |
On July 1, 2026, Talos Production Inc. (the “Issuer”), a Delaware corporation and a wholly owned subsidiary of Talos Energy Inc., a Delaware corporation (the “Company”), commenced an offering for the sale of $800 million in aggregate principal amount of second-priority senior secured notes due 2034 in a private offering to eligible purchasers that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act,” and such offering, the “Offering”).
In connection with the Offering, the Company disclosed certain information relating to the Company, the Issuer and the pending acquisition of 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, to prospective investors in a preliminary offering memorandum, dated July 1, 2026 (the “Preliminary Offering Memorandum”), excerpts of which are furnished herewith pursuant to Regulation FD, in the general form presented in the Preliminary Offering Memorandum, as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
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, the Company issued a press release announcing the Offering in accordance with Rule 135c under the Securities Act. A copy of the press release is attached as Exhibit 99.2 to this report and incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Excerpts from Preliminary Offering Memorandum of the Company, dated July 1, 2026. | |
| 99.2 | 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
EXCERPTS FROM THE PRELIMINARY OFFERING MEMORANDUM,
DATED JULY 1, 2026
As used in this Exhibit 99.1, the terms “we,” “us” and “our” refer to Talos Energy Inc. and its consolidated subsidiaries, and the term “Company” refers to Talos Production Inc. “NGLs” means natural gas and natural gas liquids and “GAAP means generally accepted accounting principles in the United States of America.
GLOSSARY
As used in this offering memorandum, unless the context indicates or otherwise requires, the following terms have the following meanings.
“Coulomb Interest” means Seller’s 100% working interest and operatorship in the Coulomb field.
“Gulf of America Acquisition” means the transactions contemplated by the Purchase Agreement.
“Na Kika Interests” means Seller’s 50% working interests in the BP-operated Na Kika platform and related Kepler, Ariel, Fourier and Herschel fields comprising a portion of the PSA Assets.
“Preferential Right” means the preferential right to purchase the Na Kika Interests in favor of BP.
“PSA Assets” means certain oil and gas properties and related assets located in the Outer Continental Shelf in the Mississippi Canyon area of the Gulf of America to be acquired by the Buyers (as defined below, in the definition of “Purchase Agreement”) pursuant to the Purchase Agreement, including the Coulomb Interest and the Na Kika Interests.
“Purchase Agreement” means that certain purchase and sale agreement, dated as of June 30, 2026, by and among Talos Ocho Energy LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer (“Talos Ocho”), 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”), and Shell Offshore Inc., a Delaware corporation (“Seller”), pursuant to which the Buyers will each acquire an undivided 50% interest in the PSA Assets and Talos Ocho will become operator of the Coulomb field.
“Talos Target Assets” means the undivided 50% interest in the PSA Assets to be acquired by our wholly owned subsidiary, Talos Ocho, pursuant to the Purchase Agreement, comprised of the Talos Target Coulomb Interest and the Talos Target Na Kika Interests.
“Talos Target Coulomb Interest” means the 50% working interest and operatorship in the Coulomb field to be acquired by our wholly owned subsidiary, Talos Ocho, pursuant to the Purchase Agreement.
“Talos Target Na Kika Interests” means the undivided 25% working interest in the Na Kika Interests to be acquired by our wholly owned subsidiary, Talos Ocho, pursuant to the Purchase Agreement.
Ongoing Acquisition and Investment Activities
Consistent with our business strategy, we regularly engage in the evaluation of potential acquisitions, investment opportunities, and capital projects. As a part of these efforts, we often engage in discussions with potential sellers, partners or other counterparties regarding the possible purchase of or investment in assets and operations that are strategic and complementary to our existing operations in accordance with our stated strategy to become a leading pure-play offshore E&P. Any such transactions in non-U.S. jurisdictions may be undertaken by one or more current or future foreign subsidiaries which are not, or will not be, guarantors under the Indenture.
We are currently focused on pursuing additional exploration and development opportunities that will further expand our deepwater scale in offshore Gulf of America, Gulf of Mexico, and conventional offshore basins with similar geologic characteristics. In particular, we are in current negotiations with a seller in connection with a potential long-term, non-operated opportunity. To the extent that an agreement with respect to the acquisition is reached, we would expect any initial capital outlay to be limited in nature. Talos’ share of capital expenditures as partner in the project would be expected to be weighted heavily towards the end of the decade, and would be expected to be in line with Talos’ long-term investment and capital allocation strategy. We would anticipate the funding of these investments to include a combination of cash generated from operations, cash on hand, borrowings under our Bank Credit Facility, and/or project financing.
The timeline required to negotiate and close on any one or more opportunities is at times unpredictable and can vary greatly. We typically do not announce a transaction until after we have executed a definitive agreement. In certain cases, in order to protect our business interests or for other reasons, we may defer public announcement of a transaction until closing or a later date. Past experience has demonstrated that discussions and negotiations regarding a potential transaction can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive agreement may be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Such transactions may involve material investments and result in a reallocation of capital. Accordingly, we can give no assurance that our current or future acquisition or investment efforts will be successful.
Summary Historical and Pro Forma Financial Information
The following tables show summary historical financial information for each of the periods indicated for the Talos Target Coulomb Interest and the Talos Target Na Kika Interests. The summary historical financial data for the years ended December 31, 2025 and 2024 has been derived from the audited statements of revenues and direct operating expenses with respect to each of the Coulomb Interest and the Na Kika Interests, each of which is included elsewhere in this offering memorandum, and such data represents 50% of revenues and direct operating expenses attributable to the Coulomb Interest and Na Kika Interests, as applicable, that were reported in such audited statements of revenues and direct operating expenses. The summary historical financial data for the three months ended March 31, 2026 and 2025 has been derived from the unaudited statements of revenues and direct operating expenses with respect to each of the Coulomb Interest and the Na Kika Interests, each of which is included elsewhere in this offering memorandum, and such data represents 50% of revenues and direct operating expenses attributable to the Coulomb Interest and Na Kika Interests, as applicable, that were reported in such statements of revenues and direct operating expenses.
| Talos Target Coulomb Interest | ||||||||||||||||
| Years Ended December 31, |
Three Months Ended March 31, |
|||||||||||||||
| (in thousands) | 2025 | 2024 | 2026 | 2025 | ||||||||||||
| Revenues: |
||||||||||||||||
| Oil, Natural Gas and NGL Revenues |
$ | 219,013 | $ | 173,998 | $ | 58,320 | $ | 55,420 | ||||||||
| Direct operating expenses |
17,441 | 15,920 | 4,112 | 4,368 | ||||||||||||
| Revenues in excess of direct operating expenses |
201,572 | 158,078 | 54,208 | 51,052 | ||||||||||||
| Talos Target Na Kika Interests | ||||||||||||||||
| Years Ended December 31, |
Three Months Ended March 31, |
|||||||||||||||
| (in thousands) | 2025 | 2024 | 2026 | 2025 | ||||||||||||
| Revenues: |
||||||||||||||||
| Oil, Natural Gas and NGL Revenues |
$ | 152,237 | $ | 192,312 | $ | 31,279 | $ | 44,841 | ||||||||
| Direct operating expenses |
18,658 | 21,736 | 3,538 | 4,512 | ||||||||||||
| Revenues in excess of direct operating expenses |
133,579 | 170,576 | 27,741 | 40,329 | ||||||||||||
The following table shows our summary pro forma financial information for each of the periods indicated. The summary unaudited pro forma financial information has been prepared from (i) the unaudited condensed consolidated financial statements of Talos for the three months ended March 31, 2026 and 2025 and the audited consolidated financial statements of Talos for the year ended December 31, 2025 incorporated by reference herein, (ii) the unaudited statements of revenues and direct operating expenses of the Coulomb Interest for the three months ended March 31, 2026 and 2025 and the audited statements of revenues and direct operating expenses of the Coulomb Interest for the year ended December 31, 2025 included elsewhere in this offering memorandum and (iii) the unaudited statements of revenues and direct operating expenses of the Na Kika Interests for the three months ended March 31, 2026 and 2025 and the audited statements of revenues and direct operating expenses of the Na Kika Interests for the year ended December 31, 2025 included elsewhere in this offering memorandum. Pro forma financial data for the year ended December 31, 2025 and three months ended March 31, 2026 and 2025 gives effect to the Gulf of America Acquisition as if it had been consummated on January 1, 2025. Pro forma financial data contains certain reclassification adjustments to conform the respective historical Coulomb Interest and Na Kika Interests statements of revenues and direct operating expenses presentation to Talos’ historical financial statement presentation. See “Basis of Presentation.” The following summary pro forma combined financial data has been prepared for illustrative purposes only and is not intended to be a projection of future results of the Company. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors.”
| For Year Ended December 31, 2025 | ||||||||||||||||
| (in thousands) | Talos Energy Inc. |
Talos Target Coulomb Interest |
Talos Target Na Kika Interests |
Talos and Talos Target Assets Pro Forma Combined(1) |
||||||||||||
| Total revenues |
$ | 1,780,070 | $ | 219,013 | $ | 152,237 | $ | 2,151,320 | ||||||||
| Total operating expenses(2) |
2,340,350 | 17,441 | 18,658 | 2,376,449 | ||||||||||||
| Operating income (expense)(3) |
(560,280 | ) | 201,572 | 133,579 | (225,129 | ) | ||||||||||
| Net income (loss) attributable to Talos Energy Inc.(3) |
(494,290 | ) | 201,572 | 133,579 | (159,139 | ) | ||||||||||
| Adjusted EBITDA attributable to Talos Energy Inc.(3) |
1,198,620 | 201,572 | 133,579 | 1,533,771 | ||||||||||||
| For Three Months Ended March 31, 2026 | ||||||||||||||||
| (in thousands) | Talos Energy Inc. |
Talos Target Coulomb Interest |
Talos Target Na Kika Interests |
Talos and Talos Target Assets Pro Forma Combined(1) |
||||||||||||
| Total revenues |
$ | 472,310 | $ | 58,320 | $ | 31,279 | $ | 561,909 | ||||||||
| Total operating expenses(2) |
591,736 | 4,112 | 3,538 | 599,386 | ||||||||||||
| Operating income (expense)(3) |
(119,426 | ) | 54,208 | 27,741 | (37,477 | ) | ||||||||||
| Net income (loss) attributable to Talos Energy Inc.(3) |
(256,165 | ) | 54,208 | 27,741 | (174,216 | ) | ||||||||||
| Adjusted EBITDA attributable to Talos Energy Inc.(3) |
293,207 | 54,208 | 27,741 | 375,156 | ||||||||||||
| For Three Months Ended March 31, 2025 | ||||||||||||||||
| (in thousands) | Talos Energy Inc. |
Talos Target Coulomb Interest |
Talos Target Na Kika Interests |
Talos and Talos Target Assets Pro Forma Combined(1) |
||||||||||||
| Total revenues |
$ | 513,059 | $ | 55,420 | $ | 44,841 | $ | 613,320 | ||||||||
| Total operating expenses(2) |
469,608 | 4,368 | 4,512 | 478,488 | ||||||||||||
| Operating income (expense)(3) |
43,451 | 51,052 | 40,329 | 134,832 | ||||||||||||
| Net income (loss) attributable to Talos Energy Inc.(3) |
(9,868 | ) | 51,052 | 40,329 | 81,513 | |||||||||||
| Adjusted EBITDA attributable to Talos Energy Inc.(3) |
363,003 | 51,052 | 40,329 | 454,384 | ||||||||||||
| (1) | Pro forma combined financial data represents the arithmetic sum of the Talos, Talos Target Coulomb Interest and Talos Target Na Kika Interests historical financial data. Assumes we acquire all of the Talos Target Assets in the Gulf of America Acquisition and that BP does not exercise the Preferential Right with respect to the Na Kika Interests as described under “Recent Developments—Gulf of America Acquisition—The Talos Target Assets.” |
| (2) | Represents direct operating expenses with respect to the Talos Target Coulomb Interest and the Talos Target Na Kika Interests. |
| (3) | Represents revenues in excess of direct operating expenses with respect to the Talos Target Coulomb Interest and the Talos Target Na Kika Interests. |
Summary Historical and Pro Forma Reserve, Production and Operating Data
The following table presents our estimated proved oil, natural gas and NGLs reserves and the reserves associated with the Talos Target Coulomb Interest and the Talos Target Na Kika Interests as of December 31, 2025, individually and on a pro forma combined basis. The reserve estimates as of December 31, 2025 presented with respect to Talos were estimated by Netherland, Sewell & Associates, Inc. (“NSAI”) based on pricing guidelines established by the SEC (“SEC Pricing”). The reserve estimates as of December 31, 2025 presented with respect to the Talos Target Coulomb Interest and the Talos Target Na Kika Interests are based on separate reserve reports prepared by NSAI with respect to the Coulomb Interest and the Na Kika Interests, respectively, in each case based on SEC Pricing, and represent 50% of the reserve estimates with respect to the Coulomb Interest and the Na Kika Interests, as applicable, that were included in such reports. Unless otherwise indicated, the references to the estimated reserves in this section give pro forma effect to the Gulf of America Acquisition as it had been completed on December 31, 2025. The summary pro forma combined production data set forth below gives effect to the Gulf of America Acquisition as if it had been completed on January 1, 2025. The following summary pro forma combined reserve and production data have been prepared for illustrative purposes only and are not intended to be a projection of future results of the Company. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors.”
| As of December 31, 2025(1) | ||||||||||||||||
| Talos Energy Inc. | Talos Target Coulomb Interest(3) |
Talos Target Na Kika Interests(4) |
Talos and Talos Target Assets Pro Forma Combined(5) |
|||||||||||||
| Proved Developed Producing: |
||||||||||||||||
| Oil (MBbls) |
78,537 | 7,076 | 5,740 | 91,353 | ||||||||||||
| Natural gas (MMcf) |
103,638 | 13,461 | 8,342 | 125,441 | ||||||||||||
| NGLs (MBbls) |
7,092 | — | — | 7,092 | ||||||||||||
| Total (MBoe) |
102,902 | 9,397 | 7,178 | 119,477 | ||||||||||||
| PV-10 (thousands) (2) |
$ | 2,419,008 | $ | 328,681 | $ | 163,075 | $ | 2,910,764 | ||||||||
| Proved Developed Non-Producing: |
||||||||||||||||
| Oil (MBbls) |
22,495 | — | 1,876 | 24,371 | ||||||||||||
| Natural gas (MMcf) |
52,783 | — | 1,578 | 54,361 | ||||||||||||
| NGLs (MBbls) |
2,552 | — | — | 2,552 | ||||||||||||
| Total (MBoe) |
33,844 | — | 2,148 | 35,992 | ||||||||||||
| PV-10 (thousands) (2) |
$ | 438,503 | $ | — | $ | 90,853 | $ | 529,356 | ||||||||
| Proved Undeveloped: |
||||||||||||||||
| Oil (MBbls) |
29,595 | 3,277 | — | 32,872 | ||||||||||||
| Natural gas (MMcf) |
38,180 | 4,196 | — | 42,376 | ||||||||||||
| NGLs (MBbls) |
1,990 | — | — | 1,990 | ||||||||||||
| Total (MBoe) |
37,948 | 4,000 | — | 41,948 | ||||||||||||
| PV-10 (thousands) (2) |
$ | 331,527 | $ | 87,267 | $ | — | $ | 418,794 | ||||||||
| Total Proved: |
||||||||||||||||
| Oil (MBbls) |
130,626 | 10,353 | 7,616 | 148,595 | ||||||||||||
| Natural gas (MMcf) |
194,601 | 17,657 | 9,920 | 222,178 | ||||||||||||
| NGLs (MBbls) |
11,634 | — | — | 11,634 | ||||||||||||
| Total (MBoe) |
174,693 | 13,397 | 9,326 | 197,416 | ||||||||||||
| Standardized Measure (thousands) (2) |
$ | 2,804,857 | $ | 416,820 | $ | 253,927 | $ | 3,475,604 | ||||||||
| PV-10 (thousands) (2) |
$ | 3,189,037 | $ | 415,948 | $ | 253,927 | $ | 3,858,912 | ||||||||
| (1) | SEC Pricing adjusted by lease for market differentials (quality, transportation, fees, energy content and regional price differentials) as of December 31, 2025 for Talos was $65.37 per Bbl of oil, $3.61 per Mcf of natural gas and $19.22 per Bbl of NGLs. SEC Pricing adjusted by lease for market differentials as of December 31, 2025 for the Talos Target Assets was $64.41 per Bbl of oil and $4.18 per Mcf of natural gas. |
| (2) | PV-10 is a non-GAAP financial measure and differs from the standardized measure of discounted future net cash flows, which is the most directly comparable GAAP financial measure. PV-10 is a computation of the standardized measure of discounted future net cash flows on a pre-tax basis. PV-10 is equal to the standardized measure of discounted future net cash flows at the applicable date, before deducting future income taxes, discounted at 10%. We believe that the presentation of PV-10 is relevant and useful to investors because it presents the discounted future net cash flows attributable to our estimated net proved reserves prior to taking into account future corporate income taxes, and it is a useful measure for evaluating the relative monetary significance of our oil and natural gas properties. Further, investors may utilize the measure as a basis for comparison of the relative size and value of our reserves to other companies without regard to the specific tax characteristics of such entities. We use this measure when assessing the potential return on investment related to our oil and natural gas properties. PV-10, however, is not a substitute for the standardized measure of discounted future net cash flows. Our PV-10 measure and the standardized measure of discounted future net cash flows do not purport to represent the fair value of our oil and natural gas reserves. |
| (3) | Represents 50% of the reserve estimates included in NSAI’s report with respect to the Coulomb Interest. |
| (4) | Represents 50% of the reserve estimates included in NSAI’s report with respect to the Na Kika Interests. |
| (5) | Reflects the arithmetic sum of the three preceding columns. Assumes we acquire all of the Talos Target Assets in the Gulf of America Acquisition and that BP does not exercise the Preferential Right with respect to the Na Kika Interests as described under “—Recent Developments—Gulf of America Acquisition—The Talos Target Assets.” |
Summary Pro Forma Production Data
| For the Three Months Ended March 31, 2026 | ||||||||||||||||
| Talos Historical |
Talos Target Coulomb Interest Historical |
Talos Target Na Kika Interests Historical |
Talos and Talos Target Assets Pro Forma Combined(1) |
|||||||||||||
| Average Net Daily Production Volumes(2): |
||||||||||||||||
| Oil (MBbl/d) |
63.8 | 7.9 | 4.7 | 76.4 | ||||||||||||
| Natural gas (MMcf/d) |
107.7 | 16.9 | 4.2 | 128.8 | ||||||||||||
| NGLs (MBbl/d) |
7.1 | — | — | 7.1 | ||||||||||||
| Total average net daily (MBoe/d) |
88.8 | 10.8 | 5.4 | 105.0 | ||||||||||||
| (1) | Pro forma combined production represents the arithmetic sum of the Talos, Talos Target Coulomb Interest and Talos Target Na Kika Interests historical production data. Assumes we acquire all of the Talos Target Assets in the Gulf of America Acquisition and that BP does not exercise the Preferential Right with respect to the Na Kika Interests as described under “Recent Developments—Gulf of America Acquisition—The Talos Target Assets.” |
| (2) | Determined using the ratio of (i) for Talos historical production data, 6 Mcf of natural gas to 1 Bbl of crude oil and (ii) for Talos Target Coulomb Interest and Talos Target Na Kika Interests historical production data, 5.8 Mcf of natural gas to 1 Bbl of crude oil. |
| For the Year Ended December 31, 2025 | ||||||||||||||||
| Talos Historical |
Talos Target Coulomb Interest Historical |
Talos Target Na Kika Interests Historical |
Talos and Talos Target Assets Pro Forma Combined(1) |
|||||||||||||
| Average Net Daily Production Volumes(2): |
||||||||||||||||
| Oil (MBbl/d) |
65.9 | 8.4 | 6.1 | 80.4 | ||||||||||||
| Natural gas (MMcf/d) |
126.4 | 16.3 | 6.4 | 149.1 | ||||||||||||
| NGLs (MBbl/d) |
7.6 | — | — | 7.6 | ||||||||||||
| Total average net daily (MBoe/d) |
94.6 | 11.2 | 7.2 | 113.0 | ||||||||||||
| (1) | Pro forma combined production represents the arithmetic sum of the Talos, Talos Target Coulomb Interest and Talos Target Na Kika Interests historical production data. Assumes we acquire all of the Talos Target Assets in the Gulf of America Acquisition and that BP does not exercise the Preferential Right with respect to the Na Kika Interests as described under “Recent Developments—Gulf of America Acquisition—The Talos Target Assets.” |
| (2) | Determined using the ratio of (i) for Talos historical production data, 6 Mcf of natural gas to 1 Bbl of crude oil and (ii) for Talos Target Coulomb Interest and Talos Target Na Kika Interests historical production data, 5.8 Mcf of natural gas to 1 Bbl of crude oil. |
Exhibit 99.2
Talos Energy Announces Proposed 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 commenced an offering (the “Offering”) of $800 million in aggregate principal amount of 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.
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 Company’s plans to issue the New Notes 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.
| TALOS ENERGY INC. | 333 Clay St., Suite 3300, Houston, TX 77002 |
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.
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 |