Current Report Filing (8-k)
December 12 2017 - 2:33PM
Edgar (US Regulatory)
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): December 12, 2017
Tellurian Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-5507
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06-0842255
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1201 Louisiana Street, Suite 3100, Houston, TX
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77002
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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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
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Entry into a Material Definitive Agreement.
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On December 7, 2017, Tellurian Inc.
(the
Company
), in connection with a registered underwritten public offering of its common stock (the
Offering
), entered into an underwriting agreement (the
Underwriting Agreement
) with Credit
Suisse Securities (USA) LLC, as representative of the underwriters named therein (collectively, the
Underwriters
), pursuant to which the Company agreed to sell 10,000,000 shares of its common stock at a public offering price of
$10.00 per share. Proceeds from the offering, after deducting underwriting discounts and commissions and estimated fees and expenses, were approximately $94,800,000. In addition, pursuant to the Underwriting Agreement, the Underwriters were granted
an option, exercisable within 30 days, to purchase up to an additional 1,500,000 shares of common stock to cover over-allotments, if any, on the same terms and conditions. The Underwriting Agreement contains customary representations, warranties and
agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make due to any such liabilities. The Offering was completed on December 12, 2017.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by the full text of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form
8-K
and incorporated herein by reference. The legal opinion of Davis Graham & Stubbs LLP relating to the legality of the
shares of common stock sold in the Offering is filed as Exhibit 5.1 to this Current Report on
Form 8-K.
The representations, warranties and covenants contained in the Underwriting Agreement were made solely for purposes of the agreement and as of
a specific date, were solely for the benefit of the parties to the agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely
on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties
may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in the Companys public disclosures.
Item 9.01
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Financial Statements and Exhibits.
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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.
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TELLURIAN INC.
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By:
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/s/ Antoine J. Lafargue
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Name:
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Antoine J. Lafargue
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Title:
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Senior Vice President and Chief Financial Officer
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Date: December 12, 2017
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