0000061398
false
0000061398
2023-06-29
2023-06-29
0000061398
us-gaap:CommonStockMember
2023-06-29
2023-06-29
0000061398
tell:SeniorNotes8.25PercentDue2028Member
2023-06-29
2023-06-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
Exhibit 4.5
TELLURIAN INC.
and
WILMINGTON TRUST, NATIONAL ASSOCIATION
as Trustee
FOURTH SUPPLEMENTAL
INDENTURE
Dated as of June 29, 2023
6.00% Senior Secured Convertible Notes due 2025
This
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 29, 2023, is entered into
by and among Tellurian Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association,
as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company and the
Trustee entered into a Base Indenture, dated as of June 3, 2022 (the “Base Indenture” and the Base Indenture as
supplemented by that First Supplemental Indenture, dated as of June 3, 2022 (the “First Supplemental Indenture”),
among the Company, the Trustee and Tech Opportunities LLC, as the collateral agent, as further supplemented by that Second Supplemental
Indenture, dated as of July 18, 2022, between the Company and the Trustee (the “Second Supplemental Indenture”),
and additionally supplemented by that Third Supplemental Indenture, dated as of June 16, 2023, between the Company and the Trustee
(the “Third Supplemental Indenture”), and as further amended or supplemented, the “Indenture”; capitalized
terms used in this Supplemental Indenture without definition have the respective meanings ascribed to them in the Indenture), pursuant
to which the Company has issued $500,000,000 in aggregate principal amount of 6.00% Senior Secured Convertible Notes due 2025 on the terms
set forth in the First Supplemental Indenture, as amended by the Second Supplemental Indenture and the Third Supplemental Indenture;
WHEREAS, Section 8.02(A) of
the First Supplemental Indenture provides, among other things, that with the consent of the Required Holders, the Company and the Trustee
may amend the Indenture to amend the provisions of Section 3.14 of the First Supplemental Indenture; and
WHEREAS, the Required Holders
have consented to the amendment set forth in this Supplemental Indenture;
NOW THEREFORE, to comply with
the provisions of the Indenture and in consideration of the above premises, the Company and the Trustee agree:
Article 1
Amendments
to ARTICLE 1—Definitions
Section 1.01.
Section 3.14 of the First Supplemental Indenture is hereby amended to add the following sentence at the end thereof:
“Notwithstanding the
foregoing, the first sentence of this Section 3.14 shall not apply during the period from June 30, 2023 to July 17, 2023,
and as long as the Company has liquidity calculated as unrestricted, unencumbered Cash or Cash Equivalents of the Company and its Subsidiaries,
excluding the Driftwood Companies, taken as a whole, in one or more deposit, securities or money market or similar accounts located in
the United States, during such period, in an aggregate minimum amount equal to sixty million dollars ($60,000,000), the Company shall
be in compliance with this Section 3.14.”
Article 2
EFFECTIVENESS
Section 2.01.
Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed
in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture (whether in the Indenture or
in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this
Supplemental Indenture and every Holder shall be bound hereby.
Section 2.02.
This Supplemental Indenture shall become effective as a binding agreement immediately upon its execution and delivery by each of
the Company and the Trustee.
Article 3
MISCELLANEOUS
Section 3.01.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. The terms and conditions of this Supplemental Indenture shall be deemed to be incorporated
in and made a part of the terms and conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall
be read, taken and construed together as though they constitute one and the same instrument, except that in the case of conflict, the
provisions of this Supplemental Indenture will control.
Section 3.02.
All agreements in this Supplemental Indenture by the Company or the Trustee shall bind their respective successors and assigns,
whether so expressed or not.
Section 3.03.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.04.
This Supplemental Indenture may be executed in two or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Any signature
to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal
ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall
be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable
law. Each party hereto accepts the foregoing and any document received in accordance with this Section 3.04 shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.05.
In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided.
The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture other than as to the validity of
its execution and delivery by the Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein,
which shall be taken as a statement of the Company.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first written above.
|
COMPANY: |
|
|
|
|
|
TELLURIAN INC. |
|
|
|
|
|
|
|
|
|
By: |
/s/ Simon Oxley |
|
|
Name: |
Simon Oxley |
|
|
Title: |
Chief Financial Officer |
|
|
|
|
|
WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE |
|
|
|
|
|
|
|
|
|
By: |
/s/ Karen Ferry |
|
|
Name: |
Karen Ferry |
|
|
Title: |
Vice President |
[Signature Page to First Supplemental Indenture]
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=tell_SeniorNotes8.25PercentDue2028Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Tellurian (AMEX:TELL)
Historical Stock Chart
From May 2024 to Jun 2024
Tellurian (AMEX:TELL)
Historical Stock Chart
From Jun 2023 to Jun 2024