TALO 10-Q Quarterly Report March 31, 2024 | Alphaminr
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TALO 10-Q Quarter ended March 31, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
TALOS ENERGY INC.
CIK: 1724965
Filing Type: 10-Q/A
Report Date: 2024-03-31
Download URL: https://www.sec.gov/Archives/edgar/data/1724965/000095017024125553/talo-20240331.htm
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TABLE OF CONTENTS
Part I, Item 1. Financial Statements Note 7Item 3. Quantitative and Qualitative Disclosures About Market RiskItem 3. Quantitative and QualitatItem 4. Controls and ProceduresPart II Other InformationPart II OtheItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 2. Unregistered Sales Of Equity SecuritiesItem 3. Defaults Upon Senior SecuritiesItem 3. Defaults UpoItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

2.1# Agreement and Plan of Merger, dated as of September 21, 2022, by and among Talos Energy Inc., Talos Production Inc., Tide Merger Sub I Inc., Tide Merger Sub II LLC, Tide Merger Sub III LLC, BCC EnVen Investments, L.P. and EnVen Energy Corporation (incorporated by reference to Exhibit 2.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on September 22, 2022). 2.2# Agreement and Plan of Merger, dated as of January 13, 2024, by and among Talos Energy Inc., QuarterNorth Energy Inc., Compass Star Merger Sub Inc. and the Equityholder Representatives named therein (incorporated by reference to Exhibit 2.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on January 16, 2024). 3.1 Second Amended and Restated Certificate of Incorporation of Talos Energy Inc. (incorporated by reference to Exhibit 3.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on February 14, 2023). 3.2 Second Amended and Restated Bylaws of Talos Energy Inc. (incorporated by reference to Exhibit 3.2 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on February 14, 2023). 4.1 Indenture, dated as of January 4, 2021, by and among Talos Production Inc., the Guarantors named therein and Wilmington Trust, National Association, as trustee and as collateral agent (incorporated by reference to Exhibit 4.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on January 8, 2021). 4.2 First Supplemental Indenture, dated as of January 14, 2021, by and among Talos Production Inc., the Guarantors named therein and Wilmington Trust, National Association, as trustee and as collateral agent (incorporated by reference to Exhibit 4.3 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on January 14, 2021). 4.3 Indenture, dated as of February 7, 2024, and by and among Talos Production Inc., the Guarantors named therein and Wilmington Trust, National Association, as trustee, pursuant to which the 2029 Notes were issued. (incorporated by reference to Exhibit 4.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on February 7, 2024). 4.4 First Supplemental Indenture, dated as of March 4, 2024, by and among Talos Production Inc., each of the guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent (9.000% Senior Notes) (incorporated by reference to Exhibit 4.2 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on March 5, 2024). 4.5 Indenture, dated as of February 7, 2024, and by and among Talos Production Inc., the Guarantors named therein and Wilmington Trust, National Association, as trustee, pursuant to which the 2031 Notes were issued. (incorporated by reference to Exhibit 4.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on February 7, 2024). 4.6 First Supplemental Indenture, dated as of March 4, 2024, by and among Talos Production Inc., each of the guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent (9.375% Senior Notes) (incorporated by reference to Exhibit 4.3 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on March 5, 2024). 4.7 Form of 12.00% Second-Priority Senior Secured Note due 2026 (included as Exhibit A to Exhibit 4.1 hereto) (incorporated by reference to Exhibit 4.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on January 8, 2021). 4.8 Form of 9.000% Second-Priority Senior Secured Note due 2029 (included as Exhibit A to Exhibit 4.4 hereto) (incorporated by reference to Exhibit 4.2 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on February 7, 2024). 4.9 Form of 9.375% Second-Priority Senior Secured Note due 2031 (included as Exhibit A in Exhibit 4.5 hereto) (incorporated by reference to Exhibit 4.4 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on February 7, 2024). 4.10 Registration Rights Agreement, dated as of January 4, 2021, by and among Talos Production Inc., the Guarantors named therein and J.P. Morgan Securities LLC, as representative of the initial purchasers of the 2026 Notes (incorporated by reference to Exhibit 4.3 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on January 8, 2021). 4.11 Registration Rights Agreement, dated as of January 14, 2021, by and among Talos Production Inc., the Guarantors named therein and J.P. Morgan Securities LLC, as representative of the initial purchasers of the 2026 Notes (incorporated by reference to Exhibit 4.4 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on January 14, 2021). 4.12 Registration Rights Agreement, dated September 21, 2022, by and among Talos Energy Inc. and the Persons listed on Schedule A thereto (incorporated by reference to Exhibit 4.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on September 22, 2022). 4.13 Second Supplemental Indenture, dated as of October 27, 2022, among Talos Production Inc., the Guarantors named therein and Wilmington Trust National Association, as trustee and as collateral agent (incorporated by reference to Exhibit 4.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on October 28, 2022). 4.14 Indenture, dated as of April 15, 2021, by and among Energy Ventures GoM LLC, EnVen Finance Corporation, Talos Production Inc. (as successor in interest to EnVen Energy Corporation), the other guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent (incorporated by reference to Exhibit 4.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on February 14, 2023). 4.15 Second Supplemental Indenture, dated as of February 13, 2023, among Talos Production Inc., each of the other guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on February 14, 2023). 4.16 Third Supplemental Indenture, dated as of February 13, 2023, among Talos Production Inc., Energy Ventures GoM LLC, EnVen Finance Corporation, each of the other guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.4 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on February 14, 2023). 4.17 Registration Rights Agreement, dated as of March 4, 2024, by and among Talos Energy Inc. and each of the persons listed on Schedule A thereto (incorporated by reference to Exhibit 4.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on March 5, 2024). 10.1# Form of QuarterNorth Support Agreement, by and among QuarterNorth Energy Inc., Talos Energy Inc. and the other parties thereto (incorporated by reference to Exhibit 10.1 to Talos Energy Inc.s Form 8-K (File No. 001-38497) filed with the SEC on January 16, 2024). 10.2 Form of Indemnification Agreement (Directors and Officers) (incorporated by reference to Exhibit 10.12 to Talos Energys Inc. 10-K (File No. 001-38497) filed with the SEC on February 28, 2024). 10.3 Tenth Amendment to Credit Agreement, dated January 13, 2024, by and among Talos Energy Inc., as Holdings and a Guarantor, Talos Production Inc., as the Borrower, the other Guarantors party thereto, JPMorgan Chase, N.A., as the Administrative Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.33 to Talos Energys Inc. 10-K (File No. 001-38497) filed with the SEC on February 28, 2024). 10.4* Form of Separation and Release Agreement. 31.1* Certification of Chief Executive Officer of Talos Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer of Talos Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer and Chief Financial Officer of Talos Energy Inc. pursuant to 18 U.S.C. 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.