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): March 10, 2020

 

 

Talos Energy Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38497   82-3532642
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

333 Clay Street, Suite 3300

Houston, Texas

    77002
(Address of principal executive offices)     (Zip Code)

(713) 328-3000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K 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   TALO   NYSE

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 8.01

Other Events.

We are filing this Current Report on Form 8-K to provide the following consents of Ernst & Young LLP, Deloitte & Touche LLP and BDO USA, LLP, which are each incorporated into this Item 8.01 by reference:

(i) the consent of Ernst & Young LLP to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-231925) and Form S-8 (File No. 333-225058) for the report dated March 13, 2019, with respect to the consolidated financial statements of Talos Energy Inc., included in Talos Energy Inc.’s Information Statement on Schedule 14C filed with the SEC on March 10, 2020, and for the report dated March 9, 2018, with respect to the consolidated financial statements of Stone Energy Corporation, included in Talos Energy Inc.’s Information Statement on Schedule 14C filed with the SEC on March 10, 2020;

(ii) consent of Deloitte & Touche LLP to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-231925) and Form S-8 (File No. 333-225058) for the report dated April 8, 2019, with respect to the consolidated balance sheets as of December 31, 2018 and 2017 and the related consolidated statements of operations, changes in members’ capital and cash flows for the three years ended December 31, 2018, 2017 and 2016, and the related notes to the consolidated financial statements of ILX Holdings, LLC and its subsidiaries included in Talos Energy Inc.’s Information Statement on Schedule 14C filed with the SEC on March 10, 2020;

(iii) consent of Deloitte & Touche LLP to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-231925) and Form S-8 (File No. 333-225058) for the report dated April 8, 2019, with respect to the consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of operations, changes in members’ capital and cash flows for the three years ended December 31, 2018, 2017 and 2016, and the related notes to the consolidated financial statements of ILX Holdings II, LLC and its subsidiaries included in Talos Energy Inc.’s Information Statement on Schedule 14C filed with the SEC on March 10, 2020;

(iv) consent of BDO USA, LLP to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-231925) and Form S-8 (File No. 333-225058) for the report dated April 29, 2019, with respect to the consolidated financial statements of Castex Energy 2014, LLC and subsidiaries as of and for the years ended December 31, 2018 and 2017 included in Talos Energy Inc.’s Information Statement on Schedule 14C filed with the SEC on March 10, 2020; and

(v) consent of BDO USA, LLP to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-231925) and Form S-8 (File No. 333-225058) for the report dated April 29, 2019, with respect to the consolidated financial statements of Castex Energy 2016, LP and subsidiary as of and for the years ended December 31, 2018 and 2017 included in Talos Energy Inc.’s Information Statement on Schedule 14C filed with the SEC on March 10, 2020.

Additionally, we are providing the following consents of Netherland, Sewell & Associates, Inc., which are each incorporated into this Item 8.01 by reference:

(i) consent of Netherland, Sewell & Associates, Inc. to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-231925) and Form S-8 (File No. 333-225058) for the report dated March 6, 2019, containing information relating to Talos Energy Inc.’s estimated reserves as of December 31, 2018, and of the reports dated February 7, 2018 and January 13, 2017, containing information relating to Talos Energy LLC’s estimated reserves as of December 31, 2017 and 2016, respectively, each as included in Talos Energy Inc.’s Information Statement on Schedule 14C filed with the SEC on March 10, 2020; and

(ii) consent of Netherland, Sewell & Associates, Inc. to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-231925) and Form S-8 (File No. 333-225058) for the report dated January 21, 2020, containing information relating to ILX Holdings, LLC’s estimated reserves as of December 31, 2018 and of the report dated January 21, 2020, containing information relating to ILX Holdings II, LLC’s estimated reserves as of December 31, 2018, each as included in Talos Energy Inc.’s Information Statement on Schedule 14C filed with the SEC on March 10, 2020.

 

2

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description of Exhibit

23.1    Consent of Ernst & Young LLP.
23.2    Consent of Ernst & Young LLP.
23.3    Consent of Deloitte & Touche LLP.
23.4    Consent of Deloitte & Touche LLP.
23.5    Consent of BDO USA, LLP.
23.6    Consent of BDO USA, LLP.
23.7    Consent of Netherland, Sewell & Associates, Inc.
23.8    Consent of Netherland, Sewell & Associates, Inc.

 

3

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: March 10, 2020

 

TALOS ENERGY INC.
By:  

/s/ William S. Moss III

Name:   William S. Moss III
Title:   Executive Vice President, General Counsel and Secretary

 

4

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

 

  (1)

Registration Statement (Form S-3 No. 333-231925) of Talos Energy Inc. and in the related Prospectus, and

 

  (2)

Registration Statement (Form S-8 No. 333-225058) pertaining to the Long Term Incentive Plan of Talos Energy Inc.;

of our report dated March 13, 2019, with respect to the consolidated financial statements of Talos Energy Inc. included in the Information Statement on Schedule 14C of Talos Energy Inc. dated March 10, 2020, filed with the Securities and Exchange Commission.

 

                            /s/ Ernst & Young LLP

Houston, Texas

March 10, 2020

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

 

  (1)

Registration Statement (Form S-3 No. 333-231925) of Talos Energy Inc. and in the related Prospectus, and

 

  (2)

Registration Statement (Form S-8 No. 333-225058) pertaining to the Long Term Incentive Plan of Talos Energy Inc.;

of our report dated March 9, 2018, with respect to the consolidated financial statements of Stone Energy Corporation included in the Information Statement on Schedule 14C of Talos Energy Inc. dated March 10, 2020, filed with the Securities and Exchange Commission.

 

                        /s/ Ernst & Young LLP

New Orleans, Louisiana

March 10, 2020

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 333-231925 on Form S-3 and 333-225058 on Form S-8 of Talos Energy Inc. of our report dated April 8, 2019, relating to the consolidated financial statements of ILX Holdings, LLC, appearing in the Information Statement on Schedule 14C of Talos Energy Inc. filed on March 10, 2020.

 

/s/ Deloitte & Touche LLP
Parsippany, New Jersey
March 10, 2020

Exhibit 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 333-231925 on Form S-3 and 333-225058 on Form S-8 of Talos Energy Inc. of our report dated April 8, 2019, relating to the consolidated financial statements of ILX Holdings II, LLC, appearing in the Information Statement on Schedule 14C of Talos Energy Inc. filed on March 10, 2020.

 

/s/ Deloitte & Touche LLP
Parsippany, New Jersey
March 10, 2020

Exhibit 23.5

Consent of Independent Auditor

Talos Energy Inc.

Houston, Texas

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-231925) and Form S-8 (No. 333-225058) of Talos Energy Inc. of our report dated April 29, 2019, relating to the consolidated financial statements of Castex Energy 2014, LLC and subsidiaries as of and for the years ended December 31, 2018 and 2017 included in Talos Energy Inc.’s Information Statement on Schedule 14C filed with the SEC on March 10, 2020.

 

/s/ BDO USA, LLP
Houston, Texas
March 10, 2020

Exhibit 23.6

Consent of Independent Auditor

Talos Energy Inc.

Houston, Texas

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-231925) and Form S-8 (No. 333-225058) of Talos Energy Inc. of our report dated April 29, 2019, relating to the consolidated financial statements of Castex Energy 2016, LP and subsidiary as of and for the years ended December 31, 2018 and 2017 included in Talos Energy Inc.’s Information Statement on Schedule 14C filed with the SEC on March 10, 2020.

 

/s/ BDO USA, LLP
Houston, Texas
March 10, 2020

Exhibit 23.7

 

LOGO

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We consent to (i) the inclusion in the Information Statement on Schedule 14C of Talos Energy Inc. (the “Information Statement”) of our report dated March 6, 2019, containing information relating to Talos Energy Inc.’s estimated reserves as of December 31, 2018, and of our reports dated February 7, 2018 and January 13, 2017, containing information relating to Talos Energy LLC’s estimated reserves as of December 31, 2017 and 2016, respectively, and (ii) all references to our firm in the Information Statement and to the incorporation by reference of said reports in the Registration Statements on Form S-3 (File No. 333-231925) and Form S-8 (File No. 333-225058) of Talos Energy Inc.

 

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:  

/s/ Richard B. Talley, Jr.

  Richard B. Talley, Jr., P.E.
  Senior Vice President

Houston, Texas

March 10, 2020

 

Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.

Exhibit 23.8

 

LOGO

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We consent to (i) the inclusion in the Information Statement on Schedule 14C of Talos Energy Inc. (the “Information Statement”) of our report dated January 21, 2020, containing information relating to ILX Holdings, LLC’s estimated reserves as of December 31, 2018, and of our report dated January 21, 2020, containing information relating to ILX Holdings II, LLC’s estimated reserves as of December 31, 2018, and (ii) all references to our firm in the Information Statement and to the incorporation by reference of said reports in the Registration Statements on Form S-3 (File No. 333-231925) and Form S-8 (File No. 333-225058) of Talos Energy Inc.

 

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:  

/s/ Richard B. Talley, Jr.

  Richard B. Talley, Jr., P.E.
  Senior Vice President

Houston, Texas

March 10, 2020

 

Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.