SC 13D/A 1 tm2134039d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Talos Energy Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

87484T108

(CUSIP Number)

 

Dianna Rosser Aprile

c/o Riverstone Holdings LLC

712 Fifth Avenue, 36th Floor

New York, NY 10019

(212) 993-0076

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 28, 2021

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 87484T 108 13D Page 1 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone Talos Energy Equityco LLC

2

Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

13,669,287

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

13,669,287

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

13,669,287

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

16.7%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T 108 13D Page 2 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone Talos Energy Debtco LLC

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

1,257,396

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

1,257,396

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,257,396

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

1.5%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T 108 13D Page 3 of 27 pages

 

1

Names of Reporting Persons

 

ILX Holdings, LLC

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T 108 13D Page 4 of 27 pages

 

1

Names of Reporting Persons

 

ILX Holdings II, LLC

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

4,510,000

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

4,510,000

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,510,000

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

5.5%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T 108 13D Page 5 of 27 pages

 

1

Names of Reporting Persons

 

ILX Holdings III, LLC

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

86,667

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

86,667

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

86,667

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

0.1%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T 108 13D Page 6 of 27 pages

 

1

Names of Reporting Persons

 

REL US Partnership, LLC

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

43,333

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

43,333

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

43,333

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

Less than 0.1%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T 108 13D Page 7 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone V Castex 2014 Holdings, L.P.

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

703,341

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

703,341

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

703,341

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

0.9%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 87484T 108 13D Page 8 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone V Talos Holdings, L.P.

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

14,926,683

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,926,683

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,926,683

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

18.2%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 87484T 108 13D Page 9 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone Global Energy and Power Fund V (FT), L.P.

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

14,926,683

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,926,683

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,926,683

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

18.2%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 87484T 108 13D Page 10 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone Energy Partners V, L.P.

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0
8

Shared Voting Power

 

20,140,024
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

20,140,024

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,140,024

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

24.6%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 87484T 108 13D Page 11 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone Energy GP V, LLC

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0
8

Shared Voting Power

 

20,140,024
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

20,140,024

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,140,024

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

24.6%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T 108 13D Page 12 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone Energy GP V Corp.

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0
8

Shared Voting Power

 

20,140,024
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

20,140,024

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,140,024

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

24.6%

14

Type of Reporting Person

 

CO

 

 

 

 

CUSIP No. 87484T 108 13D Page 13 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone Holdings LLC

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0
8

Shared Voting Power

 

20,226,691
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

20,226,691

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,226,691

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

24.7%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T 108 13D Page 14 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone/Gower Mgmt Co Holdings, L.P.

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0
8

Shared Voting Power

 

20,270,024
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

20,270,024

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,270,024

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

24.8%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 87484T 108 13D Page 15 of 27 pages

 

1

Names of Reporting Persons

 

Riverstone Management Group, L.L.C.

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

20,270,024

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

20,270,024

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,270,024

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

24.8%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T 108 13D Page 16 of 27 pages

 

1

Names of Reporting Persons

 

David M. Leuschen

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

20,270,024

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

20,270,024

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,270,024

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

24.8%

14

Type of Reporting Person

 

IN

 

 

 

 

CUSIP No. 87484T 108 13D Page 17 of 27 pages

 

1

Names of Reporting Persons

 

Pierre F. Lapeyre, Jr.

2 Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨

 

6

Citizenship or Place of Organization

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

20,270,024

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

20,270,024

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,270,024

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

24.8%

14

Type of Reporting Person

 

IN

 

 

 

 

CUSIP No. 87484T 108 13D Page 18 of 27 pages

 

EXPLANATORY NOTE

 

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on May 21, 2018 (as amended, the “Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Common Stock”) of Talos Energy Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

Item 2.Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

The Schedule 13D is being filed by the following entities (each a “Reporting Person” and collectively, the “Reporting Persons”):

 

(1) Riverstone Talos Energy Equityco LLC (“Riverstone Equityco”) 

(2) Riverstone Talos Energy Debtco LLC ( “Riverstone Debtco”) 

(3) ILX Holdings, LLC (“ILX Holdings”) 

(4) ILX Holdings II, LLC (“ILX Holdings II”) 

(5) ILX Holdings III, LLC (“ILX Holdings III”) 

(6) REL US Partnership, LLC (“REL US Partnership”) 

(7) Riverstone V Castex 2014 Holdings, L.P. (“Castex 2014”) 

(8) Riverstone V Talos Holdings, L.P. (“Riverstone Aggregator”) 

(9) Riverstone Global Energy and Power Fund V (FT), L.P. (“Riverstone Energy Fund V”) 

(10) Riverstone Energy Partners V, L.P. (“Riverstone Energy Partners V”) 

(11) Riverstone Energy GP V, LLC (“Riverstone GP”) 

(12) Riverstone Energy GP V Corp. (“Riverstone Corp.”) 

(13) Riverstone Holdings LLC (“Riverstone Holdings”) 

(14) Riverstone/Gower Mgmt Co Holdings, L.P. (“Riverstone/Gower”) 

(15) Riverstone Management Group, L.L.C. (“Riverstone Management”) 

(16) David M. Leuschen 

(17) Pierre F. Lapeyre, Jr.

 

Messrs. Leuschen and Lapeyre are both citizens of the United States. The remaining Reporting Persons are each organized under the laws of the State of Delaware. The principal business address of the Reporting Persons is 712 Fifth Avenue 36th Floor, New York, NY 10019. The Reporting Persons are principally engaged in the business of managing their investments in the securities of the Issuer.

 

Information with respect to the directors and executive officers of Riverstone Management, Riverstone Holdings, Riverstone Corp. and Riverstone GP (collectively, the “Related Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the attached Schedule A, which is incorporated herein by reference.

 

 

 

 

CUSIP No. 87484T 108 13D Page 19 of 27 pages

 

During the last five years, neither the Reporting Persons nor any Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

June Block Trade

 

On June 28, 2021, pursuant to an underwriting agreement, dated as of June 23, 2021 (the “June Underwriting Agreement”), by and among the Issuer, the stockholder parties thereto (the “June Selling Stockholders”) and BMO Capital Markets Corp. (the “June Underwriter”), the June Selling Stockholders agreed to sell to the June Underwriter, and the June Underwriter agreed to purchase from the June Selling Stockholders, 5,000,000 shares of Common Stock for $17.26 per share. As a result, ILX Holdings sold 2,634,663 shares of Common Stock and Castex 2014 sold 351,671 shares of Common Stock.

 

November Block Trade

 

On November 12, 2021, pursuant to an underwriting agreement, dated as of November 8, 2021 (the “November Underwriting Agreement”), by and among the Issuer, the stockholder parties thereto (the “November Selling Stockholders”) and J.P. Morgan Securities LLC (the “November Underwriter”), the November Selling Stockholders agreed to sell to the November Underwriter, and the November Underwriter agreed to purchase from the November Selling Stockholders, 6,000,000 shares of Common Stock for $12.13 per share. As a result, ILX Holdings sold 2,325,337 shares of Common Stock. The November Underwriter has a 30-day option to purchase up to an additional 900,000 shares of Common Stock from certain of the November Selling Stockholders.

 

The foregoing descriptions of the June Underwriting Agreement and November Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached as exhibits to this Schedule 13D and incorporated herein by reference.

 

 

 

 

CUSIP No. 87484T 108 13D Page 20 of 27 pages

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) – (b)

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 81,881,477 shares of Common Stock outstanding as of October 27, 2021, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 3, 2021:

 

Reporting Person   Amount
beneficially
owned		   Percent
of class		     Sole power
to vote or
to direct
the vote		   Shared
power to
vote or to
direct
the vote		   Sole power
to dispose
or to direct
the
disposition		   Shared
power to
dispose or to
direct the
disposition		  
Riverstone Talos Energy Equityco LLC     13,669,287     16.7 %     0     13,669,287     0     13,669,287  
Riverstone Talos Energy Debtco LLC     1,257,396     1.5 %     0     1,257,396     0     1,257,396  
ILX Holdings, LLC     0     0 %     0     0     0     0  
ILX Holdings II, LLC     4,510,000     5.5 %     0     4,510,000     0     4,510,000  
ILX Holdings III, LLC     86,667     0.1 %     0     86,667     0     86,667  
REL US Partnership, LLC     43,333     *       0     43,333     0     43,333  
Riverstone V Castex 2014 Holdings, L.P.     703,341     0.9 %     0     703,341     0     703,341  
Riverstone V Talos Holdings, L.P.     14,926,683     18.2 %     0     14,926,683     0     14,926,683  
Riverstone Global Energy and Power Fund V (FT), L.P.     14,926,683     18.2 %     0     14,926,683     0     14,926,683  
Riverstone Energy Partners V, L.P.     20,140,024     24.6 %     0     20,140,024     0     20,140,024  
Riverstone Energy GP V, LLC     20,140,024     24.6 %     0     20,140,024     0     20,140,024  
Riverstone Energy GP V Corp.     20,140,024     24.6 %     0     20,140,024     0     20,140,024  
Riverstone Holdings LLC     20,226,691     24.7 %     0     20,226,691     0     20,226,691  
Riverstone/Gower Mgmt Co Holdings, L.P.     20,270,024     24.8 %     0     20,270,024     0     20,270,024  
Riverstone Management Group, L.L.C.     20,270,024     24.8 %     0     20,270,024     0     20,270,024  
David M. Leuschen     20,270,024     24.8 %     0     20,270,024     0     20,270,024  
Pierre F. Lapeyre, Jr.     20,270,024     24.8 %     0     20,270,024     0     20,270,024  

*Less than 0.1%

 

Includes 13,669,287 shares held of record by Riverstone Equityco, 1,257,396 shares held of record by Riverstone Debtco, 4,510,000 shares held of record by ILX Holdings II, 86,667 shares held of record by ILX Holdings III, 43,333 shares held of record by REL US Partnership and 703,341 shares held of record by Castex 2014.

 

 

 

 

CUSIP No. 87484T 108 13D Page 21 of 27 pages

 

David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management, which is the general partner of Riverstone/Gower, which is the sole member of Riverstone Holdings, which is the sole shareholder of Riverstone Corp., which is the managing member of Riverstone GP, which is the general partner of Riverstone Energy Partners V, which is the general partner of Riverstone Energy Fund V, which is the general partner of Riverstone Aggregator, which is the managing member of Riverstone Equityco and the sole manager of Riverstone Debtco.

 

In addition, Riverstone Energy Partners V owns an indirect interest in Castex 2014 and in ILX Holdings II, Riverstone Holdings is the owner of the ultimate general partners of ILX Holdings III, and Riverstone/Gower is the owner of the ultimate general partner of REL US Partnership.

 

As such, each of Riverstone Aggregator, Riverstone Energy Fund V, Riverstone Energy Partners V, Riverstone GP, Riverstone Corp., Riverstone Holdings, Riverstone/Gower, Riverstone Management, and Messrs. Leuschen and Lapeyre may be deemed to share beneficial ownership of the securities held directly by Riverstone Equity and Riverstone Debtco. Each of the foregoing entities and persons, except for Riverstone Aggregator and Riverstone Energy Fund V, may be deemed to share beneficial ownership of the securities held of record by Castex 2014 and by ILX Holdings II. Each of the foregoing entities and persons, except for Riverstone Aggregator, Riverstone Energy Fund V, Riverstone Energy Partners V, Riverstone GP and Riverstone Corp., may be deemed to share beneficial ownership over the securities held of record by ILX Holdings III. Each of the foregoing entities and persons, except for Riverstone Aggregator, Riverstone Energy Fund V, Riverstone Energy Partners V, Riverstone GP, Riverstone Corp. and Riverstone Holdings, may be deemed to share beneficial ownership over the securities held of record by REL US Partnership.

 

(c)Except as described in Item 4, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock.

 

(d)None.

 

(e)On November 12, 2021, ILX Holdings ceased to be the beneficial owner of any shares of the Common Stock of the Issuer.

 

 

 

 

CUSIP No. 87484T 108 13D Page 22 of 27 pages

 

Item 7.Materials to be Filed as Exhibits

 

Item 7 is hereby amended and supplemented by adding to the Exhibits as follows:

 

Exhibit

Number

  Description
1  Joint Filing Agreement.
    
5  Underwriting Agreement, dated June 23, 2021, among Talos Energy Inc., the selling stockholders listed in Schedule A thereto and BMO Capital Markets Corp. (incorporated by reference to Exhibit 1.1 of Talos Energy Inc. Current Report on Form 8-K filed with the SEC on June 28, 2021).
    
6  Underwriting Agreement, dated November 8, 2021, among Talos Energy Inc., the selling stockholders listed in Schedule A thereto and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 1.1 of Talos Energy Inc. Current Report on Form 8-K filed with the SEC on November 12, 2021).

 

 

 

 

CUSIP No. 87484T 108 13D Page 23 of 27 pages

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: November 29, 2021

 

  Riverstone Talos Energy Equityco LLC

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

  Riverstone Talos Energy Debtco LLC

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

  ILX Holdings, LLC

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

  ILX Holdings II, LLC

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

  ILX Holdings III, LLC

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

  REL US Partnership, LLC

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

 

 

 

CUSIP No. 87484T 108 13D Page 24 of 27 pages

 

  Riverstone V Castex 2014 Holdings, L.P.
   
  By: Riverstone Global Energy and Power Fund V (FT), L.P., its general partner

 

  By: Riverstone Energy Partners V, L.P., its general partner
  By: Riverstone Energy GP V, LLC, its general partner

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

  Riverstone V Talos Holdings, L.P.
   
  By: Riverstone Energy Partners V, L.P., its general partner
  By: Riverstone Energy GP V, LLC, its general partner

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

  Riverstone Global Energy and Power Fund V (FT), L.P.
   
  By: Riverstone Energy Partners V, L.P., its general partner
  By: Riverstone Energy GP V, LLC, its general partner

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

  Riverstone Energy Partners V, L.P.
   
  By: Riverstone Energy GP V, LLC, its general partner

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

  Riverstone Energy GP V, LLC

 

  By: /s/ Peter Haskopoulos

  Name: Peter Haskopoulos

  Title: Managing Director

 

 

 

 

CUSIP No. 87484T 108 13D Page 25 of 27 pages

 

  Riverstone Energy GP V Corp.

 

By:/s/ Peter Haskopoulos

Name:Peter Haskopoulos
Title:Managing Director

 

  Riverstone Holdings LLC

 

By:/s/ Peter Haskopoulos

Name:Peter Haskopoulos
Title:Authorized Person

 

  Riverstone/Gower Mgmt Co. Holdings, L.P.
   

  By: Riverstone Management Group, L.L.C., its general partner

 

By:/s/ Peter Haskopoulos

Name:Peter Haskopoulos
Title:Manager

 

  Riverstone Management Group, L.L.C.

 

By:/s/ Peter Haskopoulos

Name:Peter Haskopoulos
Title:Manager

 

By:/s/ David M. Leuschen

Name:David M. Leuschen

  

By:/s/ Pierre F. Lapeyre, Jr.

Name:Pierre F. Lapeyre, Jr.

 

 

CUSIP No. 87484T 108 13D Page 26 of 27 pages

 

Schedule A

 

Directors and Executive Officers of the Reporting Persons

 

The name, present principal occupation or employment and citizenship of each of the Scheduled Persons are set forth below. The business address of each Scheduled Person is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, New York 10019.

 

Riverstone Management Group, L.L.C.

 

Name  Present Principal Occupation or Employment  Citizenship
Pierre F. Lapeyre, Jr.  Founder and Senior Managing Director of Riverstone Holdings LLC  United States
David M. Leuschen  Founder and Senior Managing Director of Riverstone Holdings LLC  United States
Stephen S. Coats  Partner, Managing Director and General Counsel of Riverstone Holdings LLC  United States

 

Riverstone Holdings LLC

 

Name  Present Principal Occupation or Employment  Citizenship
Pierre F. Lapeyre, Jr.  Founder and Senior Managing Director of Riverstone Holdings LLC  United States
David M. Leuschen  Founder and Senior Managing Director of Riverstone Holdings LLC  United States

 

Riverstone Energy GP V Corp.

 

Name  Present Principal Occupation or Employment  Citizenship
Pierre F. Lapeyre, Jr.  Founder and Senior Managing Director of Riverstone Holdings LLC  United States
David M. Leuschen  Founder and Senior Managing Director of Riverstone Holdings LLC  United States
N. John Lancaster  Partner of Riverstone Holdings LLC  United States
Baran Tekkora  Partner of Riverstone Holdings LLC  United States
E. Bartow Jones  Partner of Riverstone Holdings LLC  United States

 

 

CUSIP No. 87484T 108 13D Page 27 of 27 pages

 

Riverstone Energy GP V, LLC

 

Name  Present Principal Occupation or Employment  Citizenship
Pierre F. Lapeyre, Jr.  Founder and Senior Managing Director of Riverstone Holdings LLC  United States
David M. Leuschen  Founder and Senior Managing Director of Riverstone Holdings LLC  United States
N. John Lancaster  Partner of Riverstone Holdings LLC  United States
Baran Tekkora  Partner of Riverstone Holdings LLC  United States
E. Bartow Jones  Partner of Riverstone Holdings LLC  United States
Robert M. Tichio  Partner of Riverstone Holdings LLC  United States
James T. Hackett  Partner of Riverstone Holdings LLC  United States