SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 10, 2018
Talos Energy Inc.
name of registrant as specified in its charter)
(State or other jurisdiction
500 Dallas Street, Suite 2000
|(Address of principal executive offices)
(Registrants telephone number, including area code)
Sailfish Energy Holdings Corporation
625 E. Kaliste Saloom Road, Lafayette, LA 70508
(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
||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)) |
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. ☐
On May 10, 2018 (the Closing Date), Talos Energy Inc. (f/k/a Sailfish Energy Holdings Corporation) (the
Company) consummated the transactions contemplated by (i) the Transaction Agreement, dated as of November 21, 2017 (the Transaction Agreement), among Stone Energy Corporation
(Stone), the Company, Sailfish Merger Sub Corporation (Merger Sub), Talos Energy LLC (Talos) and Talos Production LLC (Talos Production) and (ii) the Exchange
Agreement, dated as of November 21, 2017, among Talos Production and Talos Production Finance, Inc. (collectively, the Talos Issuers), the Company, Stone, the various lenders and noteholders of the Talos Issuers listed
therein, certain funds controlled by Franklin Advisers, Inc. and certain clients of MacKay Shields LLC (such transactions, collectively, the Transactions).
In connection with the events described herein, the Company consummated certain additional transactions on May 10, 2018, which are
described in the Companys Current Report on Form 8-K filed on May 16, 2018.
Item 2.02. Results of Operations and Financial Condition.
On May 10, 2018, in connection with the consummation of the Transactions (the Closing), the Company issued a
press release announcing pro forma reserve information as of December 31, 2017. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and the pro forma reserve information contained therein is incorporated
into this Item 2.02 by reference.
The information contained in this Current Report on Form 8-K under Item 2.02 is
being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise
subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 2.02 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the
Securities Act), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 4.01 Changes in Registrants Certifying Accountant.
On the Closing Date, the Audit Committee of the board of directors of the Company (the Board) appointed
Ernst & Young LLP (Ernst & Young) to serve as the Companys independent registered public accounting firm. Prior to the Closing, Ernst & Young served as the independent auditor of Talos.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective at Closing, the Company amended and restated its certificate of incorporation (the Amended Certificate of
Incorporation) and its bylaws (the Amended Bylaws) to reflect the changes contemplated by the Transaction Agreement and described in the definitive consent solicitation statement/prospectus, dated April 9, 2018,
that forms a part of the Companys registration statement on Form S-4 (333-222341) initially filed with the U.S. Securities and Exchange Commission on December 29, 2017, and declared effective on April 9, 2018.
The Amended Certificate of Incorporation and the Amended Bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on
Form 8-K and are incorporated into this Item 5.03 by reference.
The Board determined that the fiscal year of the Company shall end
on December 31.
Item 7.01. Regulation FD Disclosure.
On the Closing Date, the Company issued a press release announcing the Closing. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information contained in this Current Report on
Form 8-K under Item 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing
under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
In connection with its incorporation on November 14, 2017 under the laws of the State of Delaware, the Company issued 100 shares of common
stock, par value $0.01 per share, to Stone for an aggregate purchase price of $1.00. These securities were offered and sold by the Company in reliance upon the exemption from the registration requirements of the Securities Act pursuant to
Section 4(a)(2) thereof. These shares were redeemed for nominal value in connection with the Transactions. Upon the consummation of the Transactions, the Company ceased to be a shell company as that term is defined under Rule
405 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
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: May 16, 2018
|TALOS ENERGY INC.|
||/s/ William S. Moss III|
||William S. Moss III|
||Executive Vice President, General Counsel and Secretary|