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Talos Energy unit gains consents for EnVen acquisition
By Mary-Katherine Stinson
Lexington, Ky., Oct. 28 – Talos Energy Inc. announced that its wholly owned subsidiary Talos Production Inc. received consents from holders of 95.77% of the aggregate principal amount of the outstanding 12% senior secured notes due 2026, according to a press release.
The proposal required at least 50% of noteholders to consent in order to pass.
Talos Production executed the second supplement to the indenture, but the proposed amendments will become operative only upon the consummation of the merger and payment of the consent fee.
As previously reported, Talos Production was conducting the consent solicitation to permit the incurrence of debt in respect of EnVen Energy Corp.’s 11¾% senior secured second-lien notes due 2026. Talos is acquiring EnVen.
The company will pay a consent consideration equal to $5 per $1,000 principal amount of notes held by each consenting holder, to be paid substantially concurrently with the merger closing.
The solicitation expired at 5 p.m. ET on Oct. 27.
Consents were irrevocable after the consent date.
As previously announced, Talos Energy, Talos Production and EnVen Energy entered into a merger plan on Sept. 21.
If the merger closing does not occur by June 21, 2023, the agreement may be terminated by either party and the company will not incur the debt of EnVen’s notes.
The merger is currently expected to occur in the fourth quarter of 2022 or early in the first quarter of 2023.
J.P. Morgan Securities LLC (212 834-2064, 866 834-4666) was the lead solicitation agent.
Capital One Securities, Inc., Citigroup Global Markets Inc., DNB Markets, Inc., Mizuho Securities USA LLC, Natixis Securities Americas LLC and SG Americas Securities, LLC served as co-solicitation agents.
D.F. King & Co., Inc. (212 269-5550, 800 628-8510, talos@dfking.com) was the information agent and tabulation agent.
Talos is a Houston-based oil and gas company.
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