Talos Energy closes Na Kika and Coulomb deepwater buy from Shell

Talos Energy Inc. said that on September 22, 2026 it and a Ridgewood Energy affiliate closed the previously announced purchase of certain deepwater oil and gas assets in the Gulf of America from Shell Offshore Inc., with an unadjusted aggregate cash purchase price of $1.7 billion and closing cash consideration net to Talos Ocho Energy LLC of $420 million.

Talos Energy closed its previously announced deepwater bolt-on from Shell on September 22, 2026, taking working interests in the Coulomb field and the BP-operated Na Kika complex while lifting its borrowing base and adding a new guarantor to two second-lien note indentures.

Close of the Shell PSA Assets

As previously disclosed, on June 30, 2026 Talos Ocho Energy LLC, an indirect wholly owned subsidiary of Talos Energy Inc. (NYSE: TALO), and RE Fund V Holdco II Infrastructure, LLC, an affiliate of Ridgewood Energy Corporation, entered into a purchase and sale agreement with Shell Offshore Inc. The buyers agreed to acquire certain oil and gas properties and related assets in the Outer Continental Shelf in the Mississippi Canyon area of the Gulf of America, including interests in the Na Kika and Coulomb deepwater producing assets, for an unadjusted aggregate cash purchase price of $1.7 billion, subject to customary adjustments. The Acquisition has an economic effective date of July 1, 2025.

On September 22, 2026 (the Closing Date), the buyers consummated the Acquisition. Talos Ocho acquired a 50% working interest in and operatorship of the Coulomb field and a 25% working interest in the BP-operated Na Kika platform and related Kepler, Ariel, Fourier and Herschel fields, for closing cash consideration net to Talos Ocho of $420 million, including a $42.5 million cash deposit previously paid into escrow upon execution of the Purchase Agreement. The closing net cash amount is subject to customary post-closing adjustments.

The material terms of the Purchase Agreement were previously disclosed in Item 1.01 of Talos Energy's Current Report on Form 8-K filed on June 30, 2026. Exhibit 2.1 to that earlier report (the Purchase Agreement) is incorporated by reference into the September 22 Form 8-K.

Decommissioning security and credit capacity

In connection with the Acquisition, Talos assumed responsibility for its proportionate share of future decommissioning obligations associated with the acquired assets. Under a Decommissioning Security Agreement, the company must provide financial assurance to the seller. The company's share of the initial security is estimated at approximately $195.5 million and was satisfied through surety bonds as of the Closing Date. Commencing on December 31, 2032, 50% of the security amount is required to be provided in cash escrow.

Also as previously disclosed, on June 30, 2026 the company and Talos Production Inc. entered into a Borrowing Base Redetermination Agreement, Incremental Agreement, and First Amendment to Amended and Restated Credit Agreement. Effective upon consummation of the Acquisition, that Credit Agreement Amendment provides for a borrowing base increase from $700 million to $850 million and an increase in the letter of credit sublimit from $250 million to $300 million. Talos expects to issue approximately $49 million in letters of credit in conjunction with closing.

Supplemental indentures adding Talos Ocho as guarantor

On the Closing Date, Talos Production, Talos Ocho, and Wilmington Trust, National Association, as trustee and collateral agent, entered into (i) a first supplemental indenture to the indenture governing Talos Production's 8.000% Second-Priority Senior Secured Notes due 2034 and (ii) a second supplemental indenture to the indenture dated as of February 7, 2024 governing Talos Production's 9.375% Second-Priority Senior Secured Notes due 2031. Under each supplemental indenture, Talos Ocho agreed to unconditionally guarantee all of Talos Production's obligations under the related indenture. Copies are attached as Exhibits 4.1 and 4.2.

Company framing and next reporting dates

Exhibit 99.1's closing press release, furnished under Item 7.01, describes the transaction as a strategic bolt-on of Gulf of America deepwater oil assets. President and Chief Executive Officer Paul Goodfellow said the closing marks another step in building a long-lived, scaled offshore portfolio and that the assets enhance scale, free cash flow generation, margins, and infrastructure-led growth opportunities. The release states third-quarter 2026 results will include contributions from the acquired assets from the closing date through quarter-end, with full consolidation beginning in the fourth quarter of 2026, and that updated full-year 2026 guidance will accompany the third-quarter earnings release.

Talos intends to release third-quarter 2026 results on Tuesday, November 3, 2026, after the U.S. financial market closes, and to host a conference call on Wednesday, November 4, 2026, at 10:00 a.m. Eastern Time. The Form 8-K also states the company intends to file the Item 9.01(a) financial statements of the business acquired and Item 9.01(b) pro forma financial information by amendment not later than 71 calendar days after the Form 8-K is required to be filed.