Current Report Filing (8-k)
June 28 2022 - 9:01AM
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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
28, 2022 |
|
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 7.01 | Regulation FD Disclosure. |
On June 28, 2022, Tellurian
Inc. (“Tellurian” or the “Company”) announced that, as of such date and based on current strip pricing
as of June 24, 2022, it expects that the EBITDA, a non-U.S. GAAP financial measure, to be generated by Tellurian Production Holdings
LLC, a wholly owned subsidiary of the Company, for full year 2023 will be approximately $400 million from natural gas production
activities. This estimate is based on an approximately $300 million capital expenditure budget for 2023 that has not been approved
by the Company’s board of directors.
The Company is unable to present
a reconciliation of forward-looking EBITDA because certain components of the calculation are subject to change. Moreover, estimating the
most directly comparable GAAP measure with the required precision necessary to provide a meaningful reconciliation is extremely difficult
and could not be accomplished without unreasonable effort. Company management believes that a forward-looking estimate of EBITDA is important
to investors because it assists in the analysis of the Company’s ability to generate cash flows from operating activities. The estimate
is a forward-looking statement within the meaning of U.S. federal securities laws and is subject to numerous risks and uncertainties,
including those discussed in Item 1A of Part I of Tellurian’s Annual Report on Form 10-K for the year ended December 31,
2021, filed on February 23, 2022, and other Tellurian filings with the Securities and Exchange Commission. Although the Company may
from time to time voluntarily update the forward-looking statement, the Company disclaims any commitment to do so except when required
under applicable securities laws.
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 28, 2022 |
By: |
/s/ L. Kian Granmayeh |
|
Name: |
L. Kian Granmayeh |
|
Title: |
Executive Vice President and Chief Financial Officer |
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