Current Report Filing (8-k)
April 06 2023 - 8:01AM
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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): |
April 4, 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(s) |
|
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 April 4, 2023, Tellurian
Inc. (the “Company”) entered into a binding letter of intent (the “LOI”) with a New York-based institutional
investor with approximately $120 billion in assets under management (the “Investor”) regarding the sale and leaseback
of approximately 800 acres of land (the “Property”) owned and/or leased by Driftwood LNG LLC, a wholly owned subsidiary
of the Company or an affiliate (“Driftwood LNG”), to be used for the proposed Driftwood liquefied natural gas terminal
facility (the “Driftwood terminal”) in Lake Charles, Louisiana.
Pursuant to the LOI, the transaction
(the “Transaction”) will consist of (i) the sale by Driftwood LNG, and purchase by a special purpose entity to
be formed by the Investor (the “Purchaser”), of Driftwood LNG’s interests in the Property for $1.0 billion
pursuant to a purchase and sale agreement (the “Purchase Agreement”) and (ii) upon (and as a condition to) the
closing of the transactions contemplated by the Purchase Agreement, a 40-year lease of the Property from the Purchaser to Driftwood LNG
pursuant to a master lease (the “Master Lease”). Terms of the Master Lease will include, among others, (i) a capitalization
rate of 8.75%, (ii) annual rent escalators of 3.00%, (iii) a requirement that Driftwood LNG post a letter of credit equal to
12 months of rent, (iv) a requirement that the equity investors in Driftwood LNG or its affiliates be joint and several contingent
guarantors of the Master Lease (the “Contingent Guarantors”) and (v) a requirement that the Contingent Guarantors
hold an investment grade rating of BBB or higher or attain an equivalent shadow credit rating, or be otherwise acceptable to the Purchaser.
The LOI contemplates that the parties will use commercially reasonable efforts to finalize the Purchase Agreement and Master Lease on
or before July 14, 2023. The LOI will terminate on July 14, 2023 if Driftwood LNG fails to identify the Contingent Guarantors by
such date and will terminate on July 31, 2023 if the Purchaser elects, in its sole discretion, not to approve such Contingent Guarantors.
The LOI is binding on the parties but is subject to the negotiation of definitive transaction documents and the approval of those documents
by the Company’s board of directors.
The closing of the Transaction
will occur on the later of (i) 91 days after the Purchase Agreement is executed by the parties thereto and (ii) the satisfaction of the closing
conditions in the Purchase Agreement, including Driftwood LNG securing financing commitments for Phase 1 of the Driftwood project on
terms satisfactory to the Purchaser.
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: April 6, 2023 |
By: |
/s/
Daniel A. Belhumeur |
|
Name: |
Daniel A. Belhumeur |
|
Title: |
Executive Vice President and General Counsel |
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