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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): |
April 7, 2022 |
|
Tellurian Inc.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-5507 |
|
06-0842255 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 1201 Louisiana Street, Suite 3100, Houston, TX |
|
77002 |
| (Address of principal executive offices) |
|
(Zip Code) |
| Registrant’s telephone number, including area code: |
(832)
962-4000 |
|
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ 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 |
| Common stock, par value $0.01 per share |
|
TELL |
|
NYSE American LLC |
| |
|
|
|
|
| 8.25% Senior Notes due 2028 |
|
TELZ |
|
NYSE American LLC |
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 1.01 | Entry
Into a Material Definitive Agreement. |
On
December 17, 2021, Tellurian Inc., a Delaware corporation (the “Company”), entered into a Distribution Agency Agreement
(the “Distribution Agreement”) with T.R. Winston & Company, LLC (“T.R. Winston”). Pursuant
to the terms of the Distribution Agreement, the Company may sell shares of its common stock, $0.01 par value per share, from time to
time on the NYSE American or any other market for the common stock in the United States with T.R. Winston acting as agent (the “Equity
Offering”). Under the Distribution Agreement as initially entered into, the maximum aggregate sales proceeds of the Equity
Offering was $200,000,000. On April 7, 2022, the Company and T.R. Winston entered into an amendment to the Distribution Agreement pursuant
to which the maximum aggregate sales proceeds of the Equity Offering was increased to $400,000,000. The terms of the Distribution Agreement,
which were not otherwise changed by the amendment, are summarized in the Company’s Current Report on Form 8-K filed on December
17, 2021, which summary is incorporated by reference herein.
| Item 9.01 | Financial
Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
TELLURIAN INC. |
| |
|
| |
|
|
| |
By: |
/s/ L. Kian Granmayeh |
| |
Name: |
L. Kian Granmayeh |
| |
Title: |
Executive Vice President and Chief Financial Officer |
Date: April 7, 2022
Exhibit 1.2
T.R.
Winston & Company, LLC
2049 Century Park
East, Suite 320
Los Angeles, California
90067
April 7, 2022
Tellurian Inc.
1201 Louisiana Street, Suite 3100
Houston, TX 77002
| Re: | Distribution Agency Agreement dated December 17, 2021 (the
“Sales Agreement”), between T.R. Winston & Company, LLC (“T.R. Winston”)
and Tellurian Inc. (the “Company”). |
Dear Sirs:
Section 1 of the
Sales Agreement is hereby amended and restated in its entirety as follows:
“Introduction.
Tellurian Inc., a Delaware corporation (the “Company”), agrees with T.R. Winston & Company, LLC (the “Manager”)
to issue and sell from time to time through the Manager, as sales agent, shares of its common stock, $0.01 par value (the “Common
Stock”), having an aggregate offering price of up to $400,000,000 (the “Maximum Amount”) on the terms set
forth herein. The shares of Common Stock to be issued and sold hereunder shall be referred to as the “Shares.””
This amendment and
restatement will be deemed effective as of the date of this letter agreement.
Except as set forth
above, the Sales Agreement shall remain in effect in all respects.
This
letter agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to
the principles of conflicts of laws.
If
the foregoing correctly sets forth the understanding between the Company and T.R. Winston please so indicate in the space provided below
for that purpose, whereupon this letter shall constitute a binding agreement between the Company and T.R. Winston.
| |
T.R. WINSTON & COMPANY, LLC. |
| |
|
| |
By: |
/s/
Karen Kang |
| |
Name: Karen Kang |
| |
Title: Partner |
Acknowledged and agreed:
TELLURIAN
INC.
| By: |
/s/
L. Kian Granmayeh |
|
| Name: |
L. Kian Granmayeh |
|
| Title: |
Chief Financial Officer |
|
Exhibit
5.1
April
7, 2022
Board of Directors
Tellurian Inc.
1201 Louisiana Street, Suite 3100
Houston, Texas 77002
Ladies and Gentlemen:
We
have acted as counsel to Tellurian Inc., a Delaware corporation (the “Company”), in connection with the filing by
the Company of a prospectus supplement dated April 7, 2022 (the “Prospectus Supplement”), which supplements the Company’s
Registration Statement (the “Registration Statement”) on Form S-3ASR (Registration No. 333-235793) filed on January 3,
2020 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the
“Securities Act”), as amended by Post-effective Amendment No. 1 on April 28, 2020, including the Prospectus
dated April 28, 2020 included therein (together with the Prospectus Supplement, the “Prospectus”), relating to
the offer and sale of up to $400,000,000 of shares of the Company’s common stock, par value $0.01 per share (the “Shares”).
The
Shares are to be issued pursuant to the Prospectus and a Distribution Agency Agreement, dated as of December 17, 2021 and amended
as of April 7, 2022, between the Company and T.R. Winston & Company, LLC (the “Distribution Agreement”).
In
rendering the opinions set forth below, we have reviewed the Registration Statement, the Prospectus and the Distribution Agreement. We
have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents
and other instruments and have made such other investigations as we deemed relevant and necessary in respect of the authorization and
issuance of the Shares, and such other matters as we deemed appropriate. In such examination, we have assumed the genuineness of all
signatures, the authority of each person signing in a representative capacity (other than the Company) any document reviewed by us, the
legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies, and the authenticity of the originals of such documents. In conducting our examination of
documents, we have assumed the power, corporate or other, of all parties thereto other than the Company to enter into and perform all
obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the due execution
and delivery by such parties of such documents and that to the extent such documents purport to constitute agreements, such documents
constitute valid and binding obligations of such parties. As to any facts material to our opinion, we have made no independent investigation
of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or
other representatives of the Company.
Tellurian
Inc.
April
7, 2022
Page
2
Based
upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, we are of the opinion
that the Shares, when and to the extent issued and paid for in the manner described in the Registration Statement and the Prospectus
and in accordance with the terms of the Distribution Agreement and the resolutions adopted by the Board of Directors of the Company and
the Pricing Committee thereof, will be duly authorized, validly issued, fully paid and non-assessable.
We
are members of the Bar of the State of Colorado. Our examination of matters of law in connection with the opinions set forth below has
been limited to, and accordingly our opinions herein are limited to, the General Corporation Law of the State of Delaware, including
all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such law. We express no opinion with
respect to the laws of any other jurisdiction or of any other law of the State of Delaware.
This
opinion is given as of the date hereof and we have no obligation to update this opinion to take into account any change in applicable
law or facts that may occur after the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Current Report
on Form 8-K filed by the Company on the date hereof and to be named in the Prospectus as the attorneys who will pass upon legal
matters in connection with the issuance of the Shares. In giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ DAVIS GRAHAM & STUBBS LLP |
| |
|
| |
DAVIS GRAHAM & STUBBS LLP |