TELLURIAN INC. /DE/

TELLURIAN INC. /DE/ deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

TELLURIAN INC. /DE/'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

The Woodside merger closed: every Tellurian common share converted to $1.00 cash and every Series C preferred share to $8.16489 cash, with options and equity awards cashed out on the same terms -- Tellurian's eight-year run as an independent public LNG developer, and its predecessor Magellan Petroleum's decades as a public filer, came to an end.

business combination

TELLURIAN INC. /DE/'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Tellurian filed its final proxy statement for the special meeting on the Woodside Energy Holdings (NA) LLC acquisition, which follows the August 16 preliminary version. The meeting is set for October 3, 2024 in Houston, with a record date of August 26, 2024. Holders would receive $1.00 in cash per common share and $8.16489 per Series C preferred share. Approval needs a majority of the voting power of common and Series C preferred (as-converted) voting together, so not voting counts as a vote against. The board unanimously recommends voting for the merger, a nonbinding merger-related pay vote and an adjournment proposal, and appraisal rights under Delaware law apply to holders who do not vote in favor. Proxy materials are to be mailed on or about September 3, 2024.

business combination

Tellurian filed a preliminary proxy for a special meeting to vote on the July 21, 2024 agreement to be acquired by Woodside Energy Holdings (NA) LLC. Holders would receive $1.00 in cash per common share and $8.16489 in cash per Series C preferred share. Approval needs a majority of the voting power of common and preferred stock (as-converted) voting together. Meeting date and record date are still blank, and the board unanimously recommends a vote in favor. Appraisal rights under Delaware law are available to holders who do not vote for it. This is a preliminary filing; the deal is not yet approved or closed.

business combination

Tellurian agreed to be acquired by Woodside Energy in an all-cash deal at $1.00 per common share (and $8.16489 per Series C preferred share) -- a fraction of the company's peak valuation, but an exit for a company that had spent years struggling to reach a final investment decision on Driftwood alone.

business combination

Tellurian sold its entire upstream Haynesville Shale gas production business in Louisiana to Aethon United for $260 million and used most of the proceeds ($240 million) to fully retire its 10% senior secured notes due 2025 -- effectively abandoning the integrated upstream-plus-LNG strategy built since 2017 in favor of shoring up the balance sheet.

asset acquisition disposition

Tellurian agreed to sell $250 million of senior secured notes (at an 11% discount) and $83.3 million of senior secured convertible notes. It would use the proceeds to partially redeem its $333.3 million 6% convertible notes, with the rest of that principal forgiven.

capital raising announcement

Tellurian signed a binding commitment letter with a Blue Owl Real Estate Capital fund for the $1.0 billion, 40-year sale-leaseback of about 800 acres at Driftwood. It replaced April's letter of intent and added a one-year exclusivity period and a 3% break fee.

material agreement termination

Tellurian signed a letter of intent to sell roughly 800 acres of Driftwood LNG's Louisiana land to an institutional investor for $1.0 billion and lease it back for 40 years -- a sale-leaseback structure aimed at raising a large chunk of Driftwood's construction financing without further diluting shareholders.

material agreement

Shell gave notice terminating its two LNG sale agreements with Driftwood LNG, and Tellurian separately delivered a termination notice to Vitol on its own agreement. Both customer contracts signed in 2021 were therefore ended.

material agreement termination

Tellurian's production subsidiary agreed to buy more Louisiana gas assets -- about 5,000 net acres and 44 producing wells in the Haynesville -- from EnSight for $125 million, continuing to expand its own upstream gas supply for Driftwood.

material agreement

Tellurian raised a very large $500 million through senior secured convertible notes (netting about $488.7 million) -- by far its biggest single capital raise, coming as global gas prices spiked following Russia's invasion of Ukraine.

security holder rights change

the exchange certified TELLURIAN INC. /DE/'s securities for listing, clearing them to begin trading.

listing compliance notice

Tellurian raised $47.1 million through its first public bond offering, $50 million of 8.25% senior notes due 2028 -- a new, higher-cost source of capital as it kept building toward a Driftwood financial close.

debt financing

TELLURIAN INC. /DE/'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the exchange certified TELLURIAN INC. /DE/'s securities for listing, clearing them to begin trading.

listing compliance notice

Weeks after TOTAL's exit, Tellurian raised $100.7 million in a public stock offering (35 million shares at $3.00) -- the stock had recovered well above its COVID-era lows even as the company scrambled to replace TOTAL's financing.

material agreement

Driftwood LNG signed two 10-year LNG sale agreements with Shell, with combined annual volumes of about 156.5 million MMBtu (roughly 3 mtpa). Both depend on a full construction notice to proceed for Plants 1 and 2 and on financial close.

material agreement

Tellurian terminated Total's 2019 stock purchase agreement (19.9 million shares at $10.064) and the Driftwood Holdings equity contribution agreement. Total's roughly 1.5 mtpa LNG purchase agreement ended automatically with them. Tellurian said the agreements did not fit the commercial deals Driftwood LNG had reached with other counterparties.

material agreement termination

Driftwood LNG signed a second 10-year agreement, with Vitol, for about 3 mtpa (156,510,000 MMBtu a year). It has the same Bechtel notice-to-proceed and financing conditions as the Gunvor deal, and each deal was valued at about $12 billion.

material agreement

Driftwood LNG signed a 10-year LNG sale and purchase agreement with Gunvor for about 3 mtpa (156,510,000 MMBtu a year). It depends on a full construction notice to proceed to Bechtel and on financing and financial close for Plants 1 and 2.

material agreement

Tellurian raised $32.5 million by selling 35 million shares at just $1.00 each -- a price reflecting how far the stock had fallen since 2019, and another heavily dilutive capital raise.

material agreement

Tellurian raised $47.3 million in emergency financing via a $56 million senior unsecured note plus warrants on 20 million shares (exercise price $1.542) -- expensive, dilutive capital raised amid the COVID oil crash.

capital raising announcement

As COVID-19 hammered oil and gas prices, Driftwood Holdings had to prepay $2 million of its 2019 term loan and hand its lender 11 million shares of Tellurian stock just to get relief on fees and an extended maturity -- an early sign of real financial strain.

capital raising announcement

TOTAL signed a definitive agreement to invest $500 million directly in the Driftwood Holdings partnership plus long-term LNG offtake rights (1.0 mtpa, with an option on 1.5 mtpa more), converting April's non-binding Heads of Agreement into a firm commitment -- Tellurian's largest financing milestone yet.

material agreement

TOTAL agreed to invest a further $200 million in Tellurian common stock, but only if Tellurian reached a final investment decision on Driftwood Phase 1 and separately paid $1.0 billion for a 7.2% stake in the project entity, Driftwood Holdings LP -- a much larger, more conditional commitment than TOTAL's 2016 investment.

capital raising announcement

Tellurian raised about $115.1 million in another public stock offering (12 million shares) underwritten by Credit Suisse, continuing to build cash reserves for Driftwood's development.

material agreement

Bechtel itself became a Tellurian shareholder, buying 6.1 million shares of a new Series C convertible preferred stock -- aligning its interests as Driftwood's EPC contractor with an equity stake in the project's success.

capital raising announcement

Tellurian raised roughly $94.8 million in a public stock offering (10 million shares at $10.00) underwritten by Credit Suisse, adding to the capital base being built for Driftwood.

material agreement

Driftwood LNG signed four lump-sum turnkey EPC agreements with Bechtel to build the Driftwood terminal in four phases. Phase 1 is up to 11 mtpa and Phases 2 to 4 are up to 5.5 mtpa each, about 27.5 mtpa in total. The Phase 1 contract price is $7.24 billion plus 375.3 million.

material agreement

Tellurian's production subsidiary agreed to buy roughly 9,200 net acres and 19 producing gas wells in northern Louisiana for $85.1 million, the start of Tellurian building its own upstream gas supply to feed the planned Driftwood LNG terminal.

material agreement

Now renamed Tellurian Inc., the company confirmed the merger with Tellurian Investments closed on February 10, 2017, and filed Tellurian Investments' audited 2016 financials, Tellurian Services LLC financials and pro forma figures. Tellurian Investments is treated as the accounting acquirer in the reverse acquisition. The company says it owns 100% of Driftwood LNG and Driftwood Pipeline, a proposed ~26 million tonnes per year terminal in Calcasieu Parish, Louisiana, with a 96-mile pipeline. It estimates construction costs of $13 to $16 billion for the terminal and $1.6 to $2.0 billion for the pipeline (before owners' costs, financing and contingencies). The Department of Energy authorized exports to free-trade-agreement countries on Feb 28, 2017, with non-FTA approval still pending and expected in Q1 2018. The company expects construction to start in 2018, first LNG in 2022 and full operations in 2025, with 199,706,159 shares outstanding as of March 13, 2017. This completes the reverse merger and ends the pending-merger thread.

asset acquisition disposition

The merger closed: Magellan Petroleum renamed itself Tellurian Inc., and Tellurian Investments (the accounting acquirer in this reverse merger) became its operating subsidiary -- the company's identity, leadership and strategy had now fully shifted from legacy oil and gas to LNG development.

business combination

Magellan filed its definitive joint proxy statement/prospectus and set both shareholder votes for February 9, 2017 (Magellan at 10:00 a.m. in Denver; Tellurian Investments at 3:00 p.m. in Houston). Record dates are Jan 9, 2017 for Magellan and Jan 13, 2017 for Tellurian Investments. The terms are unchanged: 1.300 Magellan shares per Tellurian Investments share, with existing Magellan holders estimated at about 3.4% and former Tellurian Investments holders about 96.3% after closing. This resolves the open question of meeting dates.

business combination

TOTAL's $207 million common stock purchase closed, along with a guaranty from Magellan and a voting agreement binding Tellurian founders Charif Souki and Martin Houston to support a TOTAL board seat -- TOTAL's investment and influence were now locked in ahead of the merger's close.

business combination

Magellan filed Amendment No. 3 to the merger registration statement and registered 32,350,000 additional Magellan shares, because Tellurian Investments had 148,515,615 shares outstanding as of December 27, 2016 (up from 123,631,000 in the original filing). The estimated post-merger split is now about 3% for existing Magellan holders and about 96.3% for former Tellurian Investments holders, so existing holders are diluted further. Meetings were now pencilled in for 2017.

business combination

TOTAL S.A., through TOTAL Delaware, agreed to invest $207 million in Tellurian Investments common stock and secured a board seat in the combined company -- a far larger strategic commitment than GE's, and the beginning of what would become Tellurian's central financing relationship.

business combination

GE Oil & Gas invested $25 million in Tellurian Investments' preferred stock, and the merger agreement was amended to accommodate the deal and extend the closing deadline to January 2017 -- the first outside strategic capital into the pre-merger Tellurian.

business combination

Magellan filed its first registration statement (Form S-4) for the August 2, 2016 merger with Tellurian Investments Inc. Each Tellurian Investments share would convert into 1.300 Magellan shares, a fixed ratio valued at about $159.3 million at the August 2, 2016 Magellan price. Existing Magellan holders would own about 4.3% of the combined company and former Tellurian Investments holders about 95.4%. Both companies' stockholders must approve it, and the meeting dates were still blank. This continues the merger agreement signed in August.

business combination

Two days after shedding its last oil and gas assets, Magellan signed a merger agreement to combine with Tellurian Investments Inc., the LNG development company co-founded by former Cheniere Energy executives -- the company's entire board and CEO agreed to resign at closing, handing control to the incoming Tellurian team.

business combination

The One Stone exchange closed: Magellan handed over 100% of Nautilus Poplar (its Montana oil production) and 51% of Utah CO2 LLC in return for cancelling all of its own Series A preferred stock, plus $900,000 cash from One Stone -- Magellan exited US oil production for good, clearing the way for a very different next chapter.

asset acquisition disposition

Magellan sent shareholders the definitive proxy for a July 13, 2016 vote on an exchange with One Stone Holdings II LP. One Stone would hand back all of Magellan's Series A convertible preferred stock, and in return would take 100% of Nautilus Poplar LLC (the Montana Poplar field) and 51% of Utah CO2 LLC, adjusted by a cash amount. The board recommends voting for it; approval needs a majority of outstanding shares. This is the step that starts moving Magellan's last US oil asset out, as described in the 2016 One Stone exchange.

business combination

Magellan borrowed $625,000 from One Stone Holdings II LP to fund transaction costs tied to an Exchange Agreement in which One Stone would hand back all of Magellan's Series A preferred stock in return for taking Magellan's entire US oil and gas subsidiary, Nautilus Poplar, and 51% of another subsidiary -- Magellan was preparing to exit US production entirely.

capital raising announcement

The Palm Valley/Dingo sale to Central Petroleum closed, with Magellan receiving AUD $15 million cash and 39.5 million Central shares (worth about AUD $20.7 million) at completion -- ending Magellan's decades-long presence in Australia's Amadeus Basin.

asset acquisition disposition

Magellan agreed to sell its entire Palm Valley and Dingo gas field position -- the Amadeus Basin assets it had just consolidated in 2012 -- to Central Petroleum for AUD $35 million in cash and stock, exiting Australian gas production entirely.

material agreement

Magellan's Dingo gas field won a 20-year, take-or-pay supply contract with the Northern Territory's power utility for up to 31 petajoules of gas, giving the newly consolidated Palm Valley/Dingo position a long-term anchor customer.

material agreement

Magellan swapped assets with Santos, taking full ownership of the Palm Valley and Dingo gas fields in Australia's Amadeus Basin in exchange for giving up its 35% stake in the Mereenie field -- consolidating rather than expanding its Australian footprint.

asset acquisition disposition

Magellan sold VAALCO Energy a path to a 65% working interest in the deeper Bakken and Red River zones under its Montana Poplar Field for $5 million cash, with VAALCO obligated to drill three wells by end-2012 to earn the interest -- a farm-out that brought in cash while VAALCO took on the deep-zone exploration risk.

asset acquisition disposition

The Evans Shoal gas field purchase from Santos was terminated by mutual release after repeated closing extensions; Magellan got back its A$10 million escrow deposit with accrued interest, ending the deal without penalty.

material agreement termination

Amendment reporting that on January 31, 2011 Magellan's Australian subsidiary and Santos agreed to push the closing of the Evans Shoal purchase (Santos's 40% stake, A$100M price) out to May 31, 2011. In exchange, the earlier A$15M escrow deposit was released to Santos and made non-refundable, and a new A$10M deposit is due by February 14, 2011. This is another extension of the Evans Shoal deal, with more money now at risk; the later termination in 2011 is already in the history.

material agreement

Magellan's Australian subsidiary and Santos signed a Deed of Variation on January 31, 2011, extending the Evans Shoal purchase closing to May 31, 2011. The A$15 million escrow deposit was released to Santos as non-refundable, and a further A$10 million deposit was required.

material agreement

Magellan agreed to sell $15.6 million more stock to strategic investor Young Energy Prize S.A., which would raise director Nikolay Bogachev and YEP's combined stake toward roughly 33% of the company -- a further deepening of a financing relationship already flagged as related-party.

capital raising announcement

Magellan agreed to buy Santos's 40% interest in the large, undeveloped Evans Shoal gas field offshore Australia for A$100 million plus up to A$100 million more in contingent payments -- a major bet on an already-discovered but never-developed 1980s-era gas field.

material agreement

Magellan Petroleum acquired an 83.5% controlling stake in Nautilus Poplar LLC, owner of the East and Northwest Poplar oil fields in Montana, for $10.9 million ($7.3 million cash plus 1.7 million shares) -- Magellan's entry into US onshore production.

asset acquisition disposition