NYSE: TALO TALOS ENERGY INC. 8-K

Talos issues $800M 8% notes to fund Gulf of America acquisition and redeem 9% debt

Filed July 13, 2026 · Period ending July 13, 2026 · ~1 min read

Key Changes

high

Issued $800M of 8% senior secured notes due 2034, using proceeds to fund pending Gulf of America acquisition (Na Kika and Coulomb deepwater assets), redeem all outstanding 9% notes, and pay fees.

Item 1.01 verify on EDGAR →
high

Must redeem $175M of new notes at par if acquisition fails to close by Dec 31, 2026, if company abandons the deal, or if BP exercises preferential purchase right over certain Na Kika assets.

Item 1.01 verify on EDGAR →
high

Redeemed all outstanding 9% notes at 104.5% of principal plus accrued interest, funded by new note proceeds, reducing interest rate burden by 100 basis points.

Item 8.01 verify on EDGAR →
medium

Notes secured by second-priority liens on same collateral as existing credit facility; indenture restricts additional debt, liens, dividends, investments, asset sales, and affiliate transactions.

Item 1.01 verify on EDGAR →
medium

Noteholders can require repurchase at 101% of par upon change of control; company may redeem up to 40% of notes at 108% using equity proceeds before July 2029.

Item 1.01 verify on EDGAR →

Summary

Talos Energy raised $800 million through an 8% senior secured note offering to fund a strategic Gulf of America acquisition and refinance existing debt. The company is acquiring deepwater oil and gas properties in the Mississippi Canyon area, including interests in the Na Kika and Coulomb producing assets, from Shell Offshore and affiliates under a June 30, 2026 purchase agreement.

Simultaneously, Talos redeemed all of its outstanding 9% notes at a 4.5% premium, reducing its interest expense by 100 basis points while maintaining a similar debt structure secured by second-priority liens.

The transaction carries execution risk: if the acquisition fails to close by December 31, 2026, or if BP exercises a preferential purchase right over certain Na Kika assets, Talos must redeem $175 million of the new notes at par. This provision protects noteholders but creates refinancing risk if the deal falls through. The indenture includes standard restrictive covenants limiting additional debt, asset sales, and dividends, along with change-of-control protections requiring repurchase at 101% of par. For equity holders, the deal represents a leveraged bet on expanding Gulf production through acquisition while reducing debt service costs, contingent on successful deal closure within the next six months.

Section-by-Section Diff

Event · Item 2.03 — Creation of a Direct Financial Obligation

~66 words

Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).

1 Added

Added Item 2.03 — direct financial obligation (cross-ref) medium

Added in current filing · verify on EDGAR →

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by Item 2.03 relating to the 2034 Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above an

The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,900 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

4 Added

Added Use of proceeds for Gulf of America acquisition and debt redemption high

Added in current filing · verify on EDGAR →

The Issuer has used, or intends to use, the net proceeds from the sale of the 2034 Notes to (i) fund a portion of the cash consideration for the Company’s 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 (the “Gulf of America Acquisition”), pursuant to that certain purchase and sale agreement, dated as of June 30, 2026 (the “Purchase Agreement”), by and among Talos Ocho Energy LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer, RE Fund V Holdco II Infrastructure, LLC, a Delaware limited liability company and an affiliate of Ridgewood Energy Corporation, and Shell Offshore Inc., a Delaware corporation (“Seller”), (ii) fund the redemption of all of the Issuer’s outstanding 9.000% Second-Priority Senior Secured Notes due 2029 (the “9.000% Notes”), and (iii) pay related fees and expenses.

The proceeds will fund a pending acquisition of Gulf of America oil and gas properties (including Na Kika and Coulomb deepwater assets) from Shell Offshore and affiliates, redeem all outstanding 9% notes due 2029, and pay transaction fees. This represents a strategic asset acquisition combined with debt refinancing that reduces the company's interest rate burden while expanding its production base.

Added Special mandatory redemption provision high

Added in current filing · verify on EDGAR →

If (i) the consummation of the Gulf of America Acquisition does not occur on or before the “Outside Date,” as such term is defined in the Purchase Agreement as in effect as of July 1, 2026, (ii) prior thereto, the Issuer notifies the trustee that it will not pursue the consummation of the Gulf of America Acquisition, or (iii) the preferential right to purchase in favor of BP (the “Preferential Right”) with respect to Seller’s 50% working interests in the Na Kika platform and related Kepler, Ariel, Fourier and Herschel fields comprising a portion of the assets to be acquired pursuant to the Purchase Agreement is exercised, the Issuer will be required to redeem $175,000,000 aggregate principal amount of the 2034 Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 100% of the principal amount of the 2034 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date upon which such 2034 Notes will be redeemed; provided that the Issuer will not be required to effect more than one Special Mandatory Redemption. The “Outside Date” under the Purchase Agreement is December 31, 2026.

If the Gulf of America acquisition fails to close by December 31, 2026, or if the company abandons the deal, or if BP exercises its preferential purchase right over certain Na Kika assets, Talos must redeem $175 million of the notes at par plus accrued interest. This provision protects noteholders by ensuring proceeds are returned if the acquisition rationale for the debt issuance does not materialize.

Added Optional redemption terms and change of control provision medium

Added in current filing · verify on EDGAR →

At any time prior to July 15, 2029, the Issuer may, from time to time, redeem up to 40% of the original aggregate principal amount of the 2034 Notes, upon not less than 10 or more than 60 days’ notice, at a redemption price of 108.000% of the principal amount of the 2034 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Issuer or, subject to certain requirements, any direct or indirect parent of the Issuer, provided that the redemption occurs within 180 days of the date of the closing of each such equity offering. ... If a Change of Control (as defined in the Indenture) occurs, each holder of the 2034 Notes may require the Issuer to repurchase all or any part of that holder’s 2034 Notes for cash at a price equal to 101% of the aggregate principal amount of the 2034 Notes repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the date of repurchase, on the 2034 Notes repurchased (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Before July 2029, Talos may redeem up to 40% of the notes at 108% of par using equity offering proceeds, or redeem any amount at par plus a make-whole premium. After July 2029, redemption prices decline from 104% to par by 2031. Upon a change of control, noteholders can require repurchase at 101% of par. These provisions give the company refinancing flexibility while protecting investors in a takeover scenario.

Added Restrictive covenants and events of default medium

Added in current filing · verify on EDGAR →

The Indenture contains covenants that, among other things, limit the Issuer’s ability and the ability of its restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue certain convertible or redeemable equity securities; (ii) create liens to secure indebtedness; (iii) pay distributions or dividends on equity interests, redeem or repurchase equity securities or redeem junior lien, unsecured or subordinated indebtedness; (iv) make investments; (v) restrict distributions, loans or other asset transfers from the Issuer’s restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all of the Issuer’s properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; and (viii) enter into transactions with affiliates. ... failure by the Issuer or certain of its subsidiaries (including its Restricted Subsidiaries) to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $50.0 million

The indenture restricts Talos's ability to incur additional debt, create liens, pay dividends, make investments, merge, sell assets, or transact with affiliates. Events of default include payment failures, covenant breaches, cross-defaults on debt exceeding $50 million, judgments over $50 million, guarantee failures, and bankruptcy. These standard protections limit financial risk-taking and provide noteholders with remedies if the company's creditworthiness deteriorates.