Current Report Filing (8-k)
June 29 2023 - 8:27AM
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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): |
June 29, 2023 |
|
Tellurian
Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-5507 |
|
06-0842255 |
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
1201
Louisiana Street, Suite
3100, Houston,
TX |
|
77002 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: |
(832)
962-4000 |
|
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing 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 |
|
Name of each exchange on which registered |
Common
stock, par value $0.01 per share |
|
TELL |
|
NYSE
American LLC |
|
|
|
|
|
8.25%
Senior Notes due 2028 |
|
TELZ |
|
NYSE
American LLC |
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 1.01 | Entry Into a Material Definitive Agreement. |
On June 29, 2023,
Tellurian Inc. (the “Company”) and Wilmington Trust, National Association (the “Trustee”)
entered into a fourth supplemental indenture (the “Fourth Supplemental Indenture”) to the base indenture dated as
of June 3, 2022 by and between the Company and the Trustee, as trustee (the “Base Indenture”), as
supplemented by the first supplemental indenture dated as of June 3, 2022 among the Company, the Trustee, and the collateral
agent named therein (the “First Supplemental Indenture”), the second supplemental indenture dated as of
July 18, 2022 between the Company and the Trustee (the “Second Supplemental Indenture”), and the third
supplemental indenture dated as of June 16, 2023 between the Company and the Trustee (the “Third Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture and
the Second Supplemental Indenture, the “Prior Indenture”), which collectively govern the terms of the
$333,334,000 outstanding principal amount of the Company’s 6.00% senior secured convertible notes due May 1, 2025 (the
“2022 Notes”) issued by the Company to an institutional investor (the “Investor”) on
June 3, 2022. The Fourth Supplemental Indenture amends Section 3.14 of the Prior Indenture to reduce the Company’s
minimum cash balance requirement from $100,000,000 to $60,000,000 during the period from June 30, 2023 to July 17,
2023.
The foregoing description
of the terms and conditions of the Fourth Supplemental Indenture and the Prior Indenture does not purport to be complete and is qualified
in its entirety by reference to the full text of the Fourth Supplemental Indenture and the Prior Indenture, forms or copies of which are
filed as Exhibits 4.5, 4.1, 4.2, 4.3, and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein
by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth
in Item 1.01 is incorporated herein by reference to this Item 3.03.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
The Fourth Supplemental Indenture
was approved by the Investor on June 29, 2023. The Investor is the holder of all of the outstanding 2022 Notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
|
Description |
4.1 |
|
Indenture, dated as of
June 3, 2022, by and between Tellurian Inc., as issuer, and Wilmington Trust, National Association, as trustee (incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 3, 2022) |
|
|
|
4.2 |
|
First Supplemental Indenture,
dated as of June 3, 2022, by and among Tellurian Inc., as issuer, and Wilmington Trust, National Association, as trustee, and
the collateral agent named therein, relating to the 6.00% Senior Secured Convertible Notes due 2025 (incorporated by reference to
Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 3, 2022) |
|
|
|
4.3 |
|
Second Supplemental Indenture,
dated as of July 18, 2022, by and between Tellurian Inc., as issuer, and Wilmington Trust, National Association, as trustee,
relating to the 6.00% Senior Secured Convertible Notes due 2025 (incorporated by reference to Exhibit 4.3 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022) |
|
|
|
4.4 |
|
Third
Supplemental Indenture, dated as of June 16, 2023, by and between Tellurian Inc., as issuer, and Wilmington Trust, National
Association, as trustee, relating to the 6.00% Senior Secured Convertible Notes due 2025
(incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on June 20,
2023) |
|
|
|
4.5 |
|
Fourth
Supplemental Indenture, dated as of June 29, 2023, by and between Tellurian Inc., as issuer, and Wilmington Trust, National
Association, as trustee, relating to the 6.00% Senior Secured Convertible Notes due
2025 |
|
|
|
104 |
|
Cover Page Interactive
Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| TELLURIAN
INC. |
| |
Date: June 29,
2023 | By: |
/s/
Daniel A. Belhumeur |
| Name: |
Daniel A. Belhumeur |
| Title: |
Executive Vice President and General Counsel |
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