Item 8.01Other
Events.
In connection with a Registration Statement on Form S-3ASR to
be filed by Tellurian Inc. (“Tellurian” or the “Company”) on or about December 30,
2022 that will replace the Company’s Registration Statement on
Form S-3ASR (File No. 333-235793) scheduled to expire on
January 3, 2023, the Company is filing this Current Report on
Form 8-K (this “8-K”) to
retrospectively revise the consolidated financial statements of the
Company that were included in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2021 (the “2021 10-K”), as filed with the Securities
and Exchange Commission (the “SEC”) on February 23, 2022, in order
to give effect to a change in segment reporting. This 8-K will
permit us to incorporate the retrospectively revised financial
statements by reference, or otherwise, in future SEC filings.
As previously disclosed in the Company’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2022 (as filed
with the SEC on August 3, 2022), beginning with the second
quarter of fiscal year 2022, the Company began reporting its
operating results through three reportable segments: Upstream,
Midstream and Marketing & Trading. Previously, the
Company had operated as a single operating and reportable
segment.
In Exhibit 99.1 to this 8-K, pursuant to guidance provided by
the staff of the SEC, the Company has updated, to the extent
applicable, the following sections of the 2021 10-K to reflect the
revised segment presentation:
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Part I, Items 1 and 2 (Our Business and Properties);
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Part II, Item 7 (Management’s Discussion and Analysis of
Financial Condition and Results of Operations); and
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Part II, Item 8 (Financial Statements and Supplementary
Data).
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The information in Exhibit 99.1 of this 8-K updates the 2021
10-K solely for changes in the Company’s reportable segment
information and the related impact to segment disclosures.
There are no changes to other disclosures presented in the
2021 10-K, including the Company’s previously reported consolidated
balance sheets, statements of operations, statements of
stockholders’ equity, and statements of cash flows included in the
2021 10-K. No items in the 2021 10-K other than those
identified above are being updated by this 8-K. Information
in the 2021 10-K is generally stated as of December 31, 2021,
and this 8-K does not reflect any subsequent information or events
other than the change in segment reporting noted above.
Without limiting the foregoing, this 8-K does not purport to
update Management’s Discussion and Analysis of Financial Condition
and Results of Operations contained in the 2021 10-K for any
information, uncertainties, transactions, risks, events, or trends
occurring, or known to management, other than the events described
above. More current information is contained in the Company’s
Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2022, June 30, 2022, and September 30,
2022 and other filings with the SEC. Exhibit 99.1 should
be read in conjunction with the 2021 10-K, the Company’s Quarterly
Reports on Form 10-Q for the quarters ended March 31,
2022, June 30, 2022, and September 30, 2022, and any
other documents that the Company has filed with the SEC since
August 3, 2022.