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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tellurian Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-05507 Tellurian Inc. (Exact name of registrant as specified in its char |
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| October 21, 2024 |
OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2027 Estimated average burden hours per response 1. |
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| October 18, 2024 |
TELL / Tellurian Inc. / STATE STREET CORP Passive Investment SC 13G/A 1 TellurianInc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TELLURIAN INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 87968A104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which |
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| October 15, 2024 |
TELL / Tellurian Inc. / Chatterjee Fund Management Lp - SC 13G/A Passive Investment SC 13G/A 1 tm2426135d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* Tellurian Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 87968A104 (CUSIP Number) October 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| October 11, 2024 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Shares of Tellurian Inc. dated as of October 9, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule13d-1(k) under the Securit |
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| October 11, 2024 |
TELL / Tellurian Inc. / Magnetar Financial LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tellurian Inc. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 87968A104 (CUSIP Number of Class of Securities) David J. Snyderman Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201 (847) 905-4400 (Name, Addres |
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| October 11, 2024 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| October 9, 2024 |
FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TELLURIAN INC. Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TELLURIAN INC. FIRST. The name of the corporation is Tellurian Inc. (the “Corporation”). SECOND. The address of the Corporation’s registered office in the State of Delaware is 108 Lakeland Avenue, Dover, County of Kent, Delaware 19901. The name of its registered agent at such address is Capitol Services, Inc. TH |
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| October 9, 2024 |
FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE Exhibit 10.3 FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement and Release”) is made and entered into by and among [NAME] (“Employee”), Tellurian Services LLC (the “Employer”), and Tellurian Inc. (the “Company”) (together, the “Parties”). WHEREAS, Employee is a participant in the Tellurian Inc. Executive Severance Plan (as amended, the “Plan |
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| October 9, 2024 |
Tellurian Inc. Announces Intention to Delist and Redeem 8.25% Senior Notes Due 2028 Exhibit 99.2 Tellurian Inc. Announces Intention to Delist and Redeem 8.25% Senior Notes Due 2028 Houston, Texas – October 9, 2024 – As previously announced, on October 8, 2024, Tellurian Inc. (“Tellurian”) completed its merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated July 21, 2024, by and among the Tellurian, Woodside Energy Holdings (NA) LLC, a Delaware limited |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 8, 2024 As filed with the Securities and Exchange Commission on October 8, 2024 Registration Statement No. |
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| October 9, 2024 |
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): October 8, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 9, 2024 |
Exhibit 99.1 Woodside Energy Group Ltd ACN 004 898 962 Mia Yellagonga 11 Mount Street Perth WA 6000 Australia T +61 8 9348 4000 www.woodside.com ASX: WDS NYSE: WDS LSE: WDS Announcement Wednesday, 9 October 2024 WOODSIDE COMPLETES ACQUISITION OF TELLURIAN Woodside has completed the acquisition of Tellurian Inc. (Tellurian) and its US Gulf Coast Driftwood LNG development opportunity. Woodside has a |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 8, 2024 As filed with the Securities and Exchange Commission on October 8, 2024 Registration Statement No. |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 8, 2024 As filed with the Securities and Exchange Commission on October 8, 2024 Registration Statement No. |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 8, 2024 As filed with the Securities and Exchange Commission on October 8, 2024 Registration Statement No. |
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| October 9, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 21, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 8, 2024 As filed with the Securities and Exchange Commission on October 8, 2024 Registration Statement No. |
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| October 9, 2024 |
Third Amended and Restated Bylaws of Tellurian Inc. Adopted as of October 8, 2024 ARTICLE I Exhibit 3.2 Third Amended and Restated Bylaws of Tellurian Inc. Adopted as of October 8, 2024 ARTICLE I OFFICES SECTION 1.01 Registered Office. The registered office of Tellurian Inc. (the “Corporation”) in the State of Delaware shall be at 108 Lakeland Ave, Dover, Kent County, Delaware 19901, and the name of its registered agent shall be Capitol Services, Inc. SECTION 1.02 Other Offices. The Co |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 8, 2024 As filed with the Securities and Exchange Commission on October 8, 2024 Registration Statement No. |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 8, 2024 As filed with the Securities and Exchange Commission on October 8, 2024 Registration Statement No. |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 8, 2024 As filed with the Securities and Exchange Commission on October 8, 2024 Registration Statement No. |
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| October 4, 2024 |
Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders 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): October 3, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Numb |
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| September 30, 2024 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| September 27, 2024 |
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): September 27, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File N |
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| September 24, 2024 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| September 23, 2024 |
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): September 23, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File N |
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| September 23, 2024 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant 🗷 Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| September 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| September 13, 2024 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| August 30, 2024 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| August 27, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| August 16, 2024 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 956,609,574. |
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| August 16, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| August 15, 2024 |
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| August 15, 2024 |
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): August 15, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Numb |
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| August 8, 2024 |
EXHIBIT 4.2 EXECUTION VERSION THIRD AMENDMENT TO NINTH SUPPLEMENTAL INDENTURE THIRD AMENDMENT TO NINTH SUPPLEMENTAL INDENTURE (this “Third Amendment”), dated as of May 24, 2024, by and among TELLURIAN INC., a Delaware corporation (the “Company”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and HB FUND LLC, as collateral agent (the “Collateral Agent”). W I T N E S S E T H WHE |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-5507 Tellurian Inc. (Exact n |
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| August 8, 2024 |
EXHIBIT 4.1 EXECUTION VERSION THIRD AMENDMENT TO EIGHTH SUPPLEMENTAL INDENTURE THIRD AMENDMENT TO EIGHTH SUPPLEMENTAL INDENTURE (this “Third Amendment”), dated as of May 24, 2024, by and among TELLURIAN INC., a Delaware corporation (the “Company”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and HB FUND LLC, as collateral agent (the “Collateral Agent”). W I T N E S S E T H W |
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| August 8, 2024 |
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL, AND THE REGISTRANT TREATS SUCH INFORMATION AS PRIVATE AND CONFIDENTIAL. |
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| July 30, 2024 |
Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on July 30, 2024. EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| July 30, 2024 |
Joint Filing Agreement, dated as of July 30, 2024, among the Reporting Persons. EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Shares of Tellurian Inc. dated as of July 24, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule13d-1(k) under the Securitie |
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| July 30, 2024 |
TELL / Tellurian Inc. / Magnetar Financial LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Tellurian Inc. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 87968A104 (CUSIP Number of Class of Securities) David J. Snyderman Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201 (847) 905-4400 (Name, Address |
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| July 22, 2024 |
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): July 21, 2024 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 |
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| July 22, 2024 |
Guaranty, dated as of July 21, 2024, by Woodside Energy (USA) Inc. in favor of Tellurian Inc. Exhibit 10.1 Execution Version GUARANTY This Guaranty, dated as of July 21, 2024 (this “Guaranty”), is made by Woodside Energy (USA) Inc., a Delaware corporation (the “Guarantor”) in favor of Tellurian Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger, dated as of July 21, 2024 (the “Merger Agreement”), by and among Woodside Energy Holdings |
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| July 22, 2024 |
Guaranty, dated as of July 21, 2024, by Woodside Energy (USA) Inc. in favor of Tellurian Inc. Exhibit 10.1 Execution Version GUARANTY This Guaranty, dated as of July 21, 2024 (this “Guaranty”), is made by Woodside Energy (USA) Inc., a Delaware corporation (the “Guarantor”) in favor of Tellurian Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger, dated as of July 21, 2024 (the “Merger Agreement”), by and among Woodside Energy Holdings |
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| July 22, 2024 |
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): July 18, 2024 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 |
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| July 22, 2024 |
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): July 18, 2024 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 |
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| July 22, 2024 |
Exhibit 10.4 Mr. Khaled Sharafeldin XXXXXXXXXX XXXXXXXXXX July 19, 2024 RE: CIP Award Amendment Dear Mr. Sharafeldin: As you know, Tellurian Inc. (the “Company”) has been actively seeking to develop the Driftwood LNG Liquefaction Facility, a liquefied natural gas production and export terminal on the west bank of the Calcasieu River in Louisiana (the “Project”). You were previously granted a cash |
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| July 22, 2024 |
Exhibit 10.2 Execution Version BRIDGE LOAN AGREEMENT by and among WOODSIDE ENERGY (USA) INC., as Lender TELLURIAN INC., as Borrower and CERTAIN SUBSIDIARIES OF BORROWER as Subsidiary Guarantors Dated as of July 21, 2024 This BRIDGE LOAN AGREEMENT is made as of July 21, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Wood |
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| July 22, 2024 |
Exhibit 2.1 Execution Version Agreement and plan of merger by and among Woodside Energy Holdings (NA) LLC, TELLURIAN INC., and Woodside Energy (Transitory) Inc. Dated as of July 21, 2024 TABLE OF CONTENTS Article I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporation and Bylaws of the S |
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| July 22, 2024 |
Form of Tax Gross-Up Payment Agreement, dated as of July 18, 2024 Exhibit 10.6 TAX GROSS-UP PAYMENT AGREEMENT This Tax Gross-Up Payment Agreement, dated as of July 18, 2024 (this “Agreement”), is entered into by and between Tellurian Inc., a Delaware corporation (the “Company”), and [●] (the “Executive”), provided, however, that this Agreement shall be void ab initio and of no further force and effect if the Agreement and Plan of Merger, dated as of [●], 2024 (t |
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| July 22, 2024 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| July 22, 2024 |
Tellurian Inc. Executive Severance Plan, amended and restated as of July 21, 2024 Exhibit 10.5 TELLURIAN INC. EXECUTIVE SEVERANCE PLAN (Effective January 6, 2022; Amended and Restated July 21, 2024) TELLURIAN INC. EXECUTIVE SEVERANCE PLAN (Effective January 6, 2022; Amended and Restated July 21, 2024) ARTICLE I INTRODUCTION; ESTABLISHMENT OF PLAN Tellurian, Inc. (the “Company”) previously established this severance benefit plan, known as the Tellurian Inc. Executive Severance P |
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| July 22, 2024 |
Tellurian Inc. Executive Severance Plan, amended and restated as of July 21, 2024 Exhibit 10.5 TELLURIAN INC. EXECUTIVE SEVERANCE PLAN (Effective January 6, 2022; Amended and Restated July 21, 2024) TELLURIAN INC. EXECUTIVE SEVERANCE PLAN (Effective January 6, 2022; Amended and Restated July 21, 2024) ARTICLE I INTRODUCTION; ESTABLISHMENT OF PLAN Tellurian, Inc. (the “Company”) previously established this severance benefit plan, known as the Tellurian Inc. Executive Severance P |
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| July 22, 2024 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| July 22, 2024 |
Exhibit 10.2 Execution Version BRIDGE LOAN AGREEMENT by and among WOODSIDE ENERGY (USA) INC., as Lender TELLURIAN INC., as Borrower and CERTAIN SUBSIDIARIES OF BORROWER as Subsidiary Guarantors Dated as of July 21, 2024 This BRIDGE LOAN AGREEMENT is made as of July 21, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Wood |
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| July 22, 2024 |
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): July 21, 2024 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 |
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| July 22, 2024 |
Tellurian to be Acquired by Woodside for Approximately $900 Million Exhibit 99.1 Tellurian to be Acquired by Woodside for Approximately $900 Million · All-cash transaction provides substantial and certain value to Tellurian shareholders · Offer reflects new leadership’s progress executing the company’s refreshed strategy Houston – July 21, 2024 – Tellurian Inc. (“Tellurian”) (NYSE American: TELL) today announced that it has entered into a definitive agreement with |
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| July 22, 2024 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) DEFA14A 1 tm2419811d8defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 22, 2024 |
Form of Tax Gross-Up Payment Agreement, dated as of July 18, 2024 Exhibit 10.6 TAX GROSS-UP PAYMENT AGREEMENT This Tax Gross-Up Payment Agreement, dated as of July 18, 2024 (this “Agreement”), is entered into by and between Tellurian Inc., a Delaware corporation (the “Company”), and [●] (the “Executive”), provided, however, that this Agreement shall be void ab initio and of no further force and effect if the Agreement and Plan of Merger, dated as of [●], 2024 (t |
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| July 22, 2024 |
Exhibit 2.1 Execution Version Agreement and plan of merger by and among Woodside Energy Holdings (NA) LLC, TELLURIAN INC., and Woodside Energy (Transitory) Inc. Dated as of July 21, 2024 TABLE OF CONTENTS Article I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporation and Bylaws of the S |
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| July 22, 2024 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| July 22, 2024 |
Press Release, dated as of July 21, 2024 Exhibit 99.1 Tellurian to be Acquired by Woodside for Approximately $900 Million · All-cash transaction provides substantial and certain value to Tellurian shareholders · Offer reflects new leadership’s progress executing the company’s refreshed strategy Houston – July 21, 2024 – Tellurian Inc. (“Tellurian”) (NYSE American: TELL) today announced that it has entered into a definitive agreement with |
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| July 22, 2024 |
Exhibit 10.3 [●] [●] [●] July 18, 2024 RE: CIP Award Amendment Dear [●], As you know, Tellurian Inc. (the “Company”) has been actively seeking to develop the Driftwood LNG Liquefaction Facility, a liquefied natural gas production and export terminal on the west bank of the Calcasieu River in Louisiana (the “Project”). You were previously granted a cash award opportunity under a Construction Incent |
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| July 22, 2024 |
Exhibit 10.3 [●] [●] [●] July 18, 2024 RE: CIP Award Amendment Dear [●], As you know, Tellurian Inc. (the “Company”) has been actively seeking to develop the Driftwood LNG Liquefaction Facility, a liquefied natural gas production and export terminal on the west bank of the Calcasieu River in Louisiana (the “Project”). You were previously granted a cash award opportunity under a Construction Incent |
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| July 22, 2024 |
Exhibit 10.4 Mr. Khaled Sharafeldin XXXXXXXXXX XXXXXXXXXX July 19, 2024 RE: CIP Award Amendment Dear Mr. Sharafeldin: As you know, Tellurian Inc. (the “Company”) has been actively seeking to develop the Driftwood LNG Liquefaction Facility, a liquefied natural gas production and export terminal on the west bank of the Calcasieu River in Louisiana (the “Project”). You were previously granted a cash |
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| July 1, 2024 |
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 28, 2024 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 |
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| July 1, 2024 |
It represents the information pertaining to the Haynesville Shale, Louisiana, Project. |
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| July 1, 2024 |
Tellurian Closes $260 Million Asset Sale and Retires Senior Secured Debt Exhibit 99.2 Tellurian Closes $260 Million Asset Sale and Retires Senior Secured Debt HOUSTON, Texas - (BUSINESS WIRE) July 1, 2024 - Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) announced today that it has closed the previously reported sale of its integrated upstream assets for $260 million to affiliates of Aethon Energy Management LLC (Aethon), fulfilling a key objective outl |
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| July 1, 2024 |
0000061398 country:US tell:BureauOfLandManagementUSDepartmentOfInteriorInUnitedStatesOfAmericaMember 2023-01-01 2023-12-31 0000061398 tell:HaynesvilleShaleLouisianaProjectMember 2023-01-01 2023-12-31 0000061398 1 2023-01-01 2023-12-31 0000061398 2023-01-01 2023-12-31 iso4217:USD 2. |
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| July 1, 2024 |
Disclosure of payments by resource extraction issuer for the fiscal year ended December 31, 2023 Exhibit 2.01 Disclosure of Payments by Resource Extraction Issuer The type and total amount of such payments, by payment type listed in paragraph (d)(9)(iii) of Item 2.01 of Form SD, made for each project of the resource extraction issuer relating to the commercial development of oil, natural gas, or minerals: Project: Haynesville Shale, Louisiana · Royalties – $386,935.76 The type and total amoun |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Tellurian Inc. (Exact name of the registrant as specified in its charter) Delaware 001-5507 (State or other jurisdiction of incorporation) (Commission file number) 1201 Louisiana Street, Suite 3100, Houston, TX 77002 (Address of principal executive offices) (Zip code) Simon G. Oxley, (832) |
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| July 1, 2024 |
TELLURIAN INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 TELLURIAN INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On May 28, 2024, Tellurian Production LLC (“Tellurian Production Company”) and Tellurian Operating LLC (together with Tellurian Production Company, “Seller”), each an indirect wholly owned subsidiary of Tellurian Inc. (“Tellurian” or the “Company”), entered into a purchase and sale agreement (the “PS |
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| June 7, 2024 |
Tellurian Inc. Incentive Compensation Program, as amended and restated effective as of June 4, 2024 Exhibit 10.1 Tellurian Inc. INCENTIVE Compensation PROGRAM (as amended and restated effective as of June 4, 2024) Section 1. Purpose The purpose of the Tellurian Inc. Incentive Compensation Program is to promote the financial interests and growth of Tellurian Inc., a Delaware corporation (the “Company”) and its respective Subsidiaries and Affiliates by attracting and retaining employe |
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| June 7, 2024 |
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 4, 2024 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) |
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| May 29, 2024 |
Exhibit 99.1 NEWS RELEASE Aethon Energy to Acquire Tellurian Integrated Upstream Assets Enters into Heads of Agreement for Two mtpa of LNG from Driftwood LNG HOUSTON and DALLAS, TX – (BUSINESS WIRE) May 29, 2024 – Tellurian Inc. (NYSE American: TELL) and Aethon Energy Management LLC (Aethon) announced an agreement for Aethon to acquire Tellurian’s integrated upstream assets for $260 million, along |
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| May 29, 2024 |
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL, AND THE REGISTRANT TREATS SUCH INFORMATION AS PRIVATE AND CONFIDENTIAL. |
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| May 29, 2024 |
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): May 24, 2024 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) |
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| May 3, 2024 |
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): May 3, 2024 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) |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-5507 Tellurian Inc. (Exact |
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| May 2, 2024 |
Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL, AND THE REGISTRANT TREATS SUCH INFORMATION AS PRIVATE AND CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. CHANGE ORDER PROJECT NAME: Driftwood LNG Phase 1 OWNER: Driftwood LNG LLC CONTRACTOR: Bechtel Energy Inc. DATE OF AGREEMENT: November 10, 2017 CHANGE ORDER NUMBER: CO-0 |
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| May 2, 2024 |
Exhibit 10.5 TRANSITION, SEPARATION, AND GENERAL RELEASE AGREEMENT This Transition, Separation, and General Release Agreement (the “Agreement”) is entered into by and between Tellurian Inc. (the “Company”), and Octávio Simões (“Executive”). 1.Executive’s employment with the Company will terminate as of June 5, 2024, except as otherwise provided herein. The final date of Executive’s employment with |
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| May 2, 2024 |
Exhibit 10.6 TELLURIAN INC. RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TELLURIAN INC. AMENDED AND RESTATED 2016 OMNIBUS INCENTIVE COMPENSATION PLAN This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is effective as of [] [], 20[21] (the “Grant Date”), between Tellurian Inc., a Delaware corporation (the “Company”), and [INSERT NAME] (the “Participant”). Terms and Conditions The Participant is |
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| May 2, 2024 |
Tellurian reports first quarter 2024 results and Driftwood LNG progress Exhibit 99.1 Tellurian reports first quarter 2024 results and Driftwood LNG progress HOUSTON, Texas – (BUSINESS WIRE) May 2, 2024 - Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) continued making progress on Driftwood LNG phase one construction with Bechtel. Executive Chairman Martin Houston said, “Over the past few months, our senior team has sharpened its focus on stability, fin |
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| May 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 2, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation or organization) (Commissi |
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| May 2, 2024 |
Form of Indemnification Agreement (Directors) Exhibit 10.8 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), dated as of , is by and between Tellurian Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, Indemnitee is a director of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public companie |
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| May 2, 2024 |
Form of Indemnification Agreement (Officers) Exhibit 10.7 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), dated as of , is by and between Tellurian Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, Indemnitee is an officer of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against officers of public companies |
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| April 25, 2024 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 22, 2024 |
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): March 21, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 18, 2024 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Tellurian Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registra- tion Fee Carry Forward Form Type |
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| March 18, 2024 |
$366,096,710.33 Tellurian Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-269069 PROSPECTUS SUPPLEMENT (to Prospectus dated December 30, 2022) $366,096,710.33 Tellurian Inc. Common Stock We have entered into a distribution agency agreement with Virtu Americas LLC, which we refer to as the sales agent, relating to the shares of our common stock offered by this prospectus supplement. In ac |
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| March 18, 2024 |
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): March 15, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 18, 2024 |
Tellurian makes leadership changes Exhibit 99.1 Tellurian makes leadership changes HOUSTON, Texas – (BUSINESS WIRE) March 18, 2024 - Tellurian Inc. (Tellurian) (NYSE American: TELL) announced today the following leadership changes: · Executive Vice President and President of Driftwood Assets, Samik Mukherjee, has been appointed President of Tellurian Investments, and has responsibility for the development of all Tellurian’s assets, |
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| March 18, 2024 |
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): March 12, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 18, 2024 |
Exhibit 1.1 TELLURIAN INC. Common Stock $0.01 Par Value DISTRIBUTION AGENCY AGREEMENT March 15, 2024 Virtu Americas LLC 1633 Broadway New York, NY 10019 Dear Sirs/Madams: 1. Introduction. Tellurian Inc., a Delaware corporation (the “Company”), agrees with Virtu Americas LLC (the “Manager”) to issue and sell from time to time through the Manager, as sales agent, shares of its common st |
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| March 4, 2024 |
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): February 27, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 4, 2024 |
Licensed to export US LNG Delivering the transition Providing energy security March 2024 Exhibit 99.2 Licensed to export US LNG Delivering the transition Providing energy security March 2024 Cautionary language regarding forward - looking statements The information in this presentation includes “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements ot |
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| March 4, 2024 |
Exhibit 99.1 4th March 2024 Dear shareholders of Tellurian, On February 23rd we issued our 2023 financial results, capping off a year of change for our company. Today we are releasing our new Corporate Presentation which describes the path forward, including the near-term priorities and strategies for longer term value creation for our company. We remain steadfast in our commitment to developing D |
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| February 23, 2024 |
Exhibit 10.10 AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT This AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of February 19, 2024 (the “Effective Date”), by and between Tellurian Inc., a Delaware corporation (the “Company”), and Octávio Simões (“Executive”) (collectively, the “Parties,” and each a “Party”). Capitalize |
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| February 23, 2024 |
Tellurian reports 2023 financial results and Driftwood LNG progress Exhibit 99.1 NEWS RELEASE – HOLD for release, 23 February 2024 Tellurian reports 2023 financial results and Driftwood LNG progress HOUSTON, Texas – (BUSINESS WIRE) February 23, 2024 - Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) reported its full year 2023 financial results today. During 2023, Tellurian took significant steps to advance the Driftwood LNG project, having driven o |
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| February 23, 2024 |
Insider Trading Policy of Tellurian Inc. Exhibit 19.1 Insider Trading Policy of Tellurian Inc. As Amended and Approved by the Board of Directors to be Effective as of March 23, 2023 I.Introduction The Company’s Board of Directors has adopted this policy to promote compliance with federal, state, and foreign securities laws that prohibit insider trading in securities, by providing in this policy general guidelines for Directors, Officers, |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number 001-5507 Tellurian Inc. (Exact name of |
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| February 23, 2024 |
Exhibit 4.4.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL, AND THE REGISTRANT TREATS SUCH INFORMATION AS PRIVATE AND CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Execution Copy SECOND AMENDMENT TO EIGHTH SUPPLEMENTAL INDENTURE SECOND AMENDMENT TO EIGHTH SUPPLEMENTAL INDENTURE (this “Second Amendment”), dated as of February 22, |
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| February 23, 2024 |
Description of Capital Stock and Debt Securities Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK AND DEBT SECURITIES The following is a description of each class of securities of Tellurian Inc. (“Tellurian” the “Company,” “we,” “us,” or “our”) that is registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. Description of Capital Stock For a complete description of the terms and provisions of |
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| February 23, 2024 |
Exhibit 10.8 Execution Version HIGH TRAIL CAPITAL LP 80 River Street, Suite 4C Hoboken, NJ 07030 February 22, 2024 To: Tellurian Inc. 1201 Louisiana Street, Suite 3100 Houston, Texas 77002 Telephone: (832) 962-4000 Attention: Legal E-Mail: [email protected] Re: Debt Amendment To the addressee listed above: Reference is made to (i) that certain 10.00% Senior Secured Note due 2025 (the |
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| February 23, 2024 |
Form of 10.00% Senior Secured Note due 2025 Exhibit 4.4.4 FORM OF NOTE TELLURIAN INC. 10.00% Senior Secured Note due 2025 CUSIP No.: [] Certificate No. [] ISIN No.: [] Tellurian Inc., a Delaware corporation, for value received, promises to pay to [], or its registered assigns, the principal sum of [] dollars ($[]) on October 1, 2025 and to pay interest thereon, as provided in the Indenture referred to below, until the principal and all accr |
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| February 23, 2024 |
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): February 23, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation or organization) (Co |
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| February 23, 2024 |
Tellurian Inc. Dodd–Frank Clawback Policy Exhibit 97.1 TELLURIAN INC. DODD-FRANK CLAWBACK POLICY (Adopted as of November 17, 2023; Effective as of October 2, 2023) Introduction The Board of Directors (the “Board”) of Tellurian Inc. (the “Company”) believes it to be in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability, reinforces the Company’s pay-for-perfor |
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| February 23, 2024 |
Exhibit 10.14 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the “Agreement”) is entered into by and between Tellurian Inc. (the “Company”), and Charif Souki (“Executive”). 1.Executive’s last day of employment with the Company was December 8, 2023 (the “Termination Date”). As of the Termination Date, Executive shall not be, nor hold himself out as, an emplo |
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| February 23, 2024 |
Execution Version Exhibit 4.4.7 SECOND AMENDMENT TO NINTH SUPPLEMENTAL INDENTURE SECOND AMENDMENT TO NINTH SUPPLEMENTAL INDENTURE (this “Second Amendment”), dated as of February 22, 2024, by and among TELLURIAN INC., a Delaware corporation (the “Company”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and HB FUND LLC, as collateral agent (the “Collateral Agent”). W I T N E S S |
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| February 23, 2024 |
Summary Reserves Report of Netherland, Sewell & Associates, Inc. Exhibit 99.1 February 14, 2024 Ms. Ami Arief Tellurian Production LLC 1201 Louisiana Street, Suite 3100 Houston, Texas 77002 Dear Ms. Arief: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2023, to the Tellurian Production LLC (Tellurian) interest in certain gas properties located in Louisiana. We completed our evaluation on or about th |
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| February 23, 2024 |
Affiliate Securities Pledged as Collateral for Securities of Tellurian Inc. Exhibit 22.1 AFFILIATE SECURITIES PLEDGED AS COLLATERAL FOR SECURITIES OF TELLURIAN INC. As of December 31, 2023, the obligations of Tellurian Inc., a Delaware corporation (“Tellurian”), under the 10.00% Senior Secured Notes due 2025 and the 6.00% Senior Secured Convertible Notes due 2025 issued by Tellurian in a private placement on August 15, 2023 were secured by a pledge of 100% of the limited |
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| February 23, 2024 |
Exhibit 10.9.2 SECOND AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT This Second Amendment (the “Amendment”) to that certain Independent Contractor Agreement, dated March 30, 2022, as amended by that certain Amendment to Independent Contractor Agreement, dated as of December 14, 2022 (collectively, and as further amended, restated, supplemented, or otherwise modified from time to time in accordance |
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| February 23, 2024 |
Subsidiaries of Tellurian Inc. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Below is a list of all direct and indirect subsidiaries of Tellurian Inc. as of December 31, 2023: Subsidiary State or Other Jurisdiction of Incorporation or Organization Ownership Tellurian Inc. owns the following subsidiary directly: Tellurian Investments LLC (formerly known as Tellurian Investments Inc.) Delaware 100.0% Tellurian Investments LLC owns |
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| February 22, 2024 |
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): February 22, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 22, 2024 |
Tellurian announces agreement for debt amendment to support upstream asset sale Exhibit 99.1 Tellurian announces agreement for debt amendment to support upstream asset sale HOUSTON, Texas – (BUSINESS WIRE) February 22, 2024 - Tellurian Inc. (Tellurian) (NYSE American: TELL) announced today an agreement for an amendment to the terms of certain debt instruments. The amendment is expected to enhance near-term liquidity and provide the company with flexibility to successfully com |
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| February 13, 2024 |
TELL / Tellurian Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Tellurian Inc Title of Class of Securities: Common Stock CUSIP Number: 87968A104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule |
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| February 12, 2024 |
TELL / Tellurian Inc. / Chatterjee Fund Management Lp - SC 13G/A Passive Investment SC 13G/A 1 tm245925d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Tellurian Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 87968A104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 6, 2024 |
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): February 6, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 6, 2024 |
Tellurian explores sale of Haynesville upstream assets Exhibit 99.1 Tellurian explores sale of Haynesville upstream assets HOUSTON, Texas – (BUSINESS WIRE) February 6, 2024 - Tellurian Inc. (Tellurian) (NYSE American: TELL) announced today it has asked its financial advisor, Lazard, to explore opportunities for the sale of Tellurian’s upstream business. Chief Executive Officer Octávio Simões said, “As we commercialize Driftwood LNG, Tellurian has been |
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| January 2, 2024 |
Exhibit 4.1 FIRST AMENDMENT TO EIGHTH SUPPLEMENTAL INDENTURE FIRST AMENDMENT TO EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 2, 2024, by and among TELLURIAN INC., a Delaware corporation (the “Company”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and HB FUND LLC, as collateral agent (the “Collateral Agent”). W I T N E S S E T H WHEREAS, |
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| January 2, 2024 |
Exhibit 4.2 FIRST AMENDMENT TO NINTH SUPPLEMENTAL INDENTURE FIRST AMENDMENT TO NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 2, 2024, by and among TELLURIAN INC., a Delaware corporation (the “Company”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and HB FUND LLC, as collateral agent (the “Collateral Agent”). W I T N E S S E T H WHEREAS, th |
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| January 2, 2024 |
47,865,061 Shares Tellurian Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-269069 PROSPECTUS SUPPLEMENT (to Prospectus dated December 30, 2022) 47,865,061 Shares Tellurian Inc. Common Stock This prospectus supplement relates to the registration of the resale, from time to time, of up to 47,865,061 shares of our common stock by the selling stockholder identified in this prospectus suppleme |
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| January 2, 2024 |
Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Tellurian Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Secur |
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| January 2, 2024 |
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): January 2, 2024 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 28, 2023 |
Exhibit 10.1 HIGH TRAIL CAPITAL LP 80 River Street, Suite 4C Hoboken, NJ 07030 December 28, 2023 To: Tellurian Inc. 1201 Louisiana Street, Suite 3100 Houston, Texas 77002 Telephone: (832) 962-4000 Attention: Legal E-Mail: [email protected] Re: Partial Debt Conversion To the addressee listed above: Reference is made to (i) that certain 10.00% Senior Secured Note due 2025 (the “10% Note |
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| December 28, 2023 |
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 28, 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 Nu |
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| December 27, 2023 |
Joint Filing Agreement by and among the Reporting Persons Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0. |
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| December 27, 2023 |
TELL / Tellurian Inc. / Chatterjee Fund Management Lp - SC 13G Passive Investment THIS DOCUMENT IS A COPY OF THE SC 13G FILED ON December 22, 2023 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 20, 2023 |
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 19, 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 Nu |
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| December 11, 2023 |
Exhibit 99.1 Tellurian Board of Directors names Daniel Belhumeur as President, Meredith Mouer as General Counsel and Chief Compliance Officer HOUSTON, Texas – (BUSINESS WIRE) December 11, 2023 - Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) announced today that following the appointment of Martin J. Houston as Chairman of the Board, the Board of Directors has named former General |
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| December 11, 2023 |
Second Amended and Restated By-Laws of Tellurian Inc. effective as of December 8, 2023. Exhibit 3.1 SECOND AMENDED AND RESTATED BY-LAWS OF TELLURIAN INC. Effective as of December 8, 2023 TABLE OF CONTENTS Article I Offices 1 SECTION 1. Registered Office 1 SECTION 2. Other Offices 1 Article II Meetings of Stockholders 1 SECTION 1. Place of Meetings 1 SECTION 2. Annual Meeting 2 SECTION 3. Notice of Stockholder Nominees 4 SECTION 4. Special Meetings; Notice 7 SECTION 5. Waiver of Notic |
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| December 11, 2023 |
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 8, 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 Num |
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| December 8, 2023 |
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 8, 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 Num |
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| December 8, 2023 |
Martin Houston Becomes Chairman of Tellurian Inc. Exhibit 99.1 Martin Houston Becomes Chairman of Tellurian Inc. HOUSTON – December 8, 2023 – (BUSINESS WIRE) – Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) announced today that its Board of Directors has named Martin Houston, Co-Founder and Vice Chairman, to be Chairman of the Board of Directors. Co-Founder Charif Souki will no longer serve as an executive or officer of the Compa |
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| November 2, 2023 |
Tellurian reports third quarter 2023 results Exhibit 99.1 Tellurian reports third quarter 2023 results HOUSTON, Texas – (BUSINESS WIRE) November 2, 2023 - Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) continues to progress the production and sales of natural gas and the financing and construction of its Driftwood project. President and CEO Octávio Simões said, “Tellurian’s upstream segment continues to provide growing natur |
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| November 2, 2023 |
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): November 2, 2023 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation or organization) (Com |
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| November 2, 2023 |
Form of Warrant to Purchase Common Stock Exhibit 10.4 TELLURIAN INC. Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock: 20,000,000 Date of Issuance: April 29, 2020 (“Issuance Date”) Tellurian Inc., a corporation organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-5507 Tellurian Inc. (Ex |
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| November 2, 2023 |
Exhibit 10.1 July 18, 2023 Re: Commitment to Purchase and Leaseback – Tellurian Inc. Driftwood LNG Land (the “Property”) To: Mr. Charif Souki Executive Chairman of the Board Tellurian Inc. Dear Mr. Souki, Blue Owl Real Estate Fund VI OP LP (or its affiliates, together with a special purpose entity formed by such entity or its affiliates under common control, “Purchaser”, “we”, “our” or “us”) is pl |
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| August 16, 2023 |
Exhibit 4.2 Execution Version TELLURIAN INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and HB FUND LLC as Collateral Agent EIGHTH SUPPLEMENTAL INDENTURE Dated as of August 15, 2023 10.00% Senior Secured Notes due 2025 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction; Scope and Interpretation of Base Indenture 1 Secti |
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| August 16, 2023 |
Exhibit 4.3 Execution Version TELLURIAN INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and HB FUND LLC as Collateral Agent NINTH SUPPLEMENTAL INDENTURE Dated as of August 15, 2023 6.00% Senior Secured Convertible Notes due 2025 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction; Scope and Interpretation of Base Indenture 1 Sec |
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| August 16, 2023 |
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): August 15, 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 Numb |
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| August 16, 2023 |
68,414,528 Shares Tellurian Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-269069 PROSPECTUS SUPPLEMENT (to Prospectus dated December 30, 2022) 68,414,528 Shares Tellurian Inc. Common Stock This prospectus supplement relates to the registration of the resale, from time to time, of up to 68,414,528 shares of our common stock, consisting of (i) up to 9,629,629 shares of common stock payabl |
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| August 16, 2023 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table 424(b)(7) (Form Type) Tellurian Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Secur |
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| August 9, 2023 |
Exhibit 10.2 August 8, 2023 Hudson Bay PH VIII LLC HB Fund LLC c/o Hudson Bay Capital Management LP 28 Havemeyer Place, 2nd Floor Greenwich, CT 06830 Re: Agreement to Redeem 6.00% Senior Secured Convertible Note due 2025 To the addressees set forth above: Reference is made (i) to that certain indenture, dated as of June 3, 2022, by and between Tellurian Inc., a Delaware corporation (the “Company”) |
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| August 9, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 8, 2023, is by and among Tellurian Inc., a Delaware corporation with offices located at 1201 Louisiana Street, Suite 3100, Houston, Texas 77002 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer” and collectively, |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-5507 Tellurian Inc. (Exact n |
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| August 8, 2023 |
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): August 8, 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 Numbe |
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| August 7, 2023 |
Tellurian reports second quarter 2023 results Exhibit 99.1 Tellurian reports second quarter 2023 results HOUSTON, Texas – (BUSINESS WIRE) August 7, 2023 - Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) continues to execute its integrated strategy by progressing construction of its Driftwood project and through production and sales of natural gas. President and CEO Octávio Simões said, “Bechtel is progressing very well on Drif |
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| August 7, 2023 |
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): August 1, 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 Numbe |
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| August 7, 2023 |
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): August 7, 2023 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation or organization) (Commi |
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| August 7, 2023 |
Tellurian Inc. Corporate presentation August 2023 Exhibit 99.1 Tellurian Inc. Corporate presentation August 2023 Cautionary statements The information in this presentation includes “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward - looking statements. The |
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| August 7, 2023 |
Exhibit 4.8 TELLURIAN INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of August 6, 2023 6.00% Senior Secured Convertible Notes due 2025 This SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 6, 2023, is entered into by and among Tellurian Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust |
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| July 31, 2023 |
Exhibit 4.7 TELLURIAN INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of July 28, 2023 6.00% Senior Secured Convertible Notes due 2025 This SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 28, 2023, is entered into by and among Tellurian Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, Nati |
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| July 31, 2023 |
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): July 28, 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 |
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| July 19, 2023 |
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): July 18, 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 |
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| July 17, 2023 |
Exhibit 4.6 TELLURIAN INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of July 14, 2023 6.00% Senior Secured Convertible Notes due 2025 This FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 14, 2023, is entered into by and among Tellurian Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, Nati |
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| July 17, 2023 |
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): July 14, 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 |
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| June 29, 2023 |
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 |
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| June 29, 2023 |
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, Na |
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| June 20, 2023 |
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 16, 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 |
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| June 20, 2023 |
Exhibit 4.4 TELLURIAN INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of June 16, 2023 6.00% Senior Secured Convertible Notes due 2025 This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 16, 2023, is entered into by and among Tellurian Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, Nati |
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| June 7, 2023 |
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 7, 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) |
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| June 7, 2023 |
Exhibit 3.1 |
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| May 24, 2023 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ D |
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| May 10, 2023 |
Tellurian hires investment banker Simon Oxley as new CFO Exhibit 99.1 Tellurian hires investment banker Simon Oxley as new CFO HOUSTON, Texas – (BUSINESS WIRE) May 10, 2023 - Tellurian Inc. (Tellurian) (NYSE American: TELL) announced that Simon Oxley will join Tellurian’s Executive Committee on June 1, 2023 as Executive Vice President and Chief Financial Officer, with responsibility for accounting, finance, risk, and investor relations functions. Mr. Ox |
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| May 10, 2023 |
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): May 9, 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) |
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| May 3, 2023 |
Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. LIMITED NOTICE TO PROCEED NO. 2 Date: February 27, 2023 Via Signed PDF and Overnight Courier Bechtel Energy Inc. 3000 Post Oak Boulevard Houston, Texas 77056 At |
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| May 3, 2023 |
Tellurian Inc. Corporate presentation May 2023 Exhibit 99.1 Tellurian Inc. Corporate presentation May 2023 Cautionary statements The information in this presentation includes “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward - looking statements. The wo |
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| May 3, 2023 |
Exhibit 10.3 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (“Agreement and Release”) is made and entered into by and between L. Kian Granmayeh (“Employee”) and Tellurian Inc. (the “Company” and, together with Employee, the “Parties”). 1.Separation Date. Employee’s employment with the Company and its affiliates (collectively, the “Company Group”) and service |
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| May 3, 2023 |
Three Months End March 31, 2023 EX-99.1 2 ex-99133123.htm EX-99.1 Exhibit 99.1 NEWS RELEASE – HOLD for release, 3 May 2023 Tellurian reports first quarter 2023 results HOUSTON, Texas – (BUSINESS WIRE) May 3, 2023 - Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) continued making progress on Driftwood LNG phase one construction, added to natural gas acreage, production and sales, and repaid $166.7 million in princ |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-5507 Tellurian Inc. (Exact |
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| May 3, 2023 |
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): May 3, 2023 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation or organization) (Commissi |
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| May 3, 2023 |
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): May 3, 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) |
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| April 27, 2023 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 13, 2023 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 6, 2023 |
Entry into a Material Definitive Agreement 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): April 4, 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 |
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| March 31, 2023 |
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): March 28, 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 Numbe |
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| March 6, 2023 |
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): March 1, 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 |
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| February 22, 2023 |
Summary Reserves Report of Netherland, Sewell & Associates, Inc. Exhibit 99.1 February 7, 2023 Ms. Ami Arief Tellurian Production LLC 1201 Louisiana Street, Suite 3100 Houston, Texas 77002 Dear Ms. Arief: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2022, to the Tellurian Production LLC (Tellurian) interest in certain gas properties located in Louisiana. We completed our evaluation on or about the |
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| February 22, 2023 |
Tellurian Inc. Corporate presentation February 2023 Exhibit 99.1 Tellurian Inc. Corporate presentation February 2023 Cautionary statements The information in this presentation includes “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward - looking statements. T |
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| February 22, 2023 |
Tellurian reports fourfold increase in natural gas production in 2022 Exhibit 99.1 NEWS RELEASE – HOLD for call, 22 February 2023 Tellurian reports fourfold increase in natural gas production in 2022 HOUSTON, Texas – (BUSINESS WIRE) February 22, 2023 - Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) ended the fourth quarter of 2022 with the first phase of Driftwood LNG under construction, and $474.2 million of cash and cash equivalents. Tellurian als |
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| February 22, 2023 |
Description of Capital Stock and Debt Securities Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK AND DEBT SECURITIES The following is a description of each class of securities of Tellurian Inc. (“Tellurian” the “Company,” “we,” “us,” or “our”) that is registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. Description of Capital Stock For a complete description of the terms and provisions of |
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| February 22, 2023 |
Subsidiaries of Tellurian Inc. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Below is a list of all direct and indirect subsidiaries of Tellurian Inc. as of December 31, 2022: Subsidiary State or Other Jurisdiction of Incorporation or Organization Ownership Tellurian Inc. owns the following subsidiary directly: Tellurian Investments LLC (formerly known as Tellurian Investments Inc.) Delaware 100.0% Tellurian Investments LLC owns |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number 001-5507 Tellurian Inc. (Exact name of |
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| February 22, 2023 |
Exhibit 10.13.1 AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT This Amendment (the “Amendment”) to that certain Independent Contractor Agreement, dated March 30, 2022 (as further amended, restated, supplemented, or otherwise modified from time to time in accordance with its provisions prior to the date hereof, “Agreement”) by and between Tellurian Inc. (“Company”) and Mr. Martin Houston (“Contracto |
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| February 22, 2023 |
Affiliate Securities Pledged as Collateral for Securities of Tellurian Inc. EX-22.1 5 ex221q422.htm EX-22.1 Exhibit 22.1 AFFILIATE SECURITIES PLEDGED AS COLLATERAL FOR SECURITIES OF TELLURIAN INC. As of December 31, 2022, the obligations of Tellurian Inc., a Delaware corporation (“Tellurian”), under the 6.00% Senior Secured Convertible Notes due 2025 issued by Tellurian in a registered direct offering on June 3, 2022 were secured by a pledge of 100% of the limited liabili |
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| February 22, 2023 |
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): February 22, 2023 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation or organization) (Co |
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| February 22, 2023 |
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): February 22, 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 Nu |
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| February 10, 2023 |
TELL / Tellurian Inc / Souki Charif - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* TELLURIAN INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 87968A104 (CUSIP Number) Charif Souki Tellurian Inc. 1201 Louisiana Street, Suite 3100 Houston, TX 77002 (832) 962-4000 (Name, Address and Telephone Nu |
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| February 9, 2023 |
TELL / Tellurian Inc / Souki Charif - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* TELLURIAN INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 87968A104 (CUSIP Number) Charif Souki Tellurian Inc. 1201 Louisiana Street, Suite 3100 Houston, TX 77002 (832) 962-4000 (Name, Address and Telephone Nu |
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| February 9, 2023 |
TELL / Tellurian Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Tellurian Inc. Title of Class of Securities: Common Stock CUSIP Number: 87968A104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d |
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| February 2, 2023 |
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): January 30, 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 Num |
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| February 2, 2023 |
TELL / Tellurian Inc / STATE STREET CORP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING TELLURIAN INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 87968A104 (CUSIP NUMBER) 12/31/2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: ( |
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| January 27, 2023 |
Exhibit 10.1 AMENDMENT No. 2 of LNG SALE AND PURCHASE AGREEMENT THIS AMENDMENT NO. 2 OF LNG SALE AND PURCHASE AGREEMENT (this “Amendment”), made effective January 27, 2023 (“Amendment Date”), is hereby entered into by and between Driftwood LNG LLC, a limited liability company incorporated under the laws of Delaware whose principal place of business is located at 1201 Louisiana Street, Suite 3100, |
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| January 27, 2023 |
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): January 27, 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 Num |
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| December 30, 2022 |
EX-FILING FEES 2 tm2231310d5ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table 424(b)(5) (Form Type) Tellurian Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price F |
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| December 30, 2022 |
EX-25.1 6 tm2226909d4ex25-1.htm EXHIBIT 25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wil |
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| December 30, 2022 |
Exhibit 10.1 AMENDMENT No. 1 of LNG SALE AND PURCHASE AGREEMENT THIS AMENDMENT NO. 1 OF LNG SALE AND PURCHASE AGREEMENT (this “Amendment”), made effective December 30, 2022 (“Amendment Date”), is hereby entered into by and between Driftwood LNG LLC, a limited liability company incorporated under the laws of Delaware whose principal place of business is located at 1201 Louisiana Street, Suite 3100, |
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| December 30, 2022 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table S-3ASR (Form Type) Tellurian Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry |
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| December 30, 2022 |
EX-FILING FEES 2 tm2231310d6ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table 424B5 (Form Type) Tellurian Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee R |
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| December 30, 2022 |
$500,000,000 Tellurian Inc. Common Stock 424B5 1 tm2231310-1424b5.htm 424B5 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-269069 PROSPECTUS SUPPLEMENT (to Prospectus dated December 30, 2022) $500,000,000 Tellurian Inc. Common Stock We have entered into a distribution agency agreement with T.R. Winston & Company, LLC, which we refer to as the sales agent, relating to the shares of our common stock off |
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| December 30, 2022 |
Table of Contents Exhibit 99.1 Explanatory Note Tellurian Inc. (“Tellurian” or the “Company”) is filing this exhibit (the “Exhibit”) solely for changes in the Company’s reportable segment information and the related impact to segment disclosures as set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 10-K”), as filed with the Securities and Exchange Co |
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| December 30, 2022 |
Exhibit 1.1 TELLURIAN INC. Common Stock $0.01 Par Value DISTRIBUTION AGENCY AGREEMENT December 30, 2022 T.R. Winston & Company, LLC 2049 Century Park East, Suite 320 Los Angeles, California 90067 Dear Sirs/Madams: 1. Introduction. Tellurian Inc., a Delaware corporation (the “Company”), agrees with T.R. Winston & Company, LLC (the “Manager”) to issue and sell from time to time through t |
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| December 30, 2022 |
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 29, 2022 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 30, 2022 |
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 30, 2022 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 30, 2022 |
As filed with the Securities and Exchange Commission on December 30, 2022 S-3ASR 1 tm2226909-3s3asr.htm S-3ASR TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 30, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELLURIAN INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction |
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| December 30, 2022 |
Form of Indenture — Wilmington Trust, National Association EX-4.14 2 tm2226909d4ex4-14.htm EXHIBIT 4.14 Exhibit 4.14 Tellurian Inc. INDENTURE Dated as of [ ] Wilmington Trust, National Association Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICL |
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| December 30, 2022 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-269069 PROSPECTUS SUPPLEMENT (to Prospectus dated December 30, 2022) Tellurian Inc. Shares of Common Stock Issuable upon Exercise of Warrants to Purchase up to 20,000,000 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to the holders of warrants to purc |
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| November 2, 2022 |
Exhibit 10.3 CHANGE ORDER Southern Berm Supplement to LNTP No. 1 Work PROJECT NAME: Driftwood LNG Phase 1 OWNER: Driftwood LNG LLC CONTRACTOR: Bechtel Energy Inc. DATE OF AGREEMENT: November 10, 2017 CHANGE ORDER NUMBER: CO-010 DATE OF CHANGE ORDER: October 10, 2022 The Agreement between the Parties listed above is changed as follows: Pursuant to Section 5.1 and 5.2A of the Agreement, Owner issued |
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| November 2, 2022 |
Tellurian reports 25% increase in natural gas production for third quarter 2022 Exhibit 99.1 NEWS RELEASE – HOLD for call, 2 November 2022 Tellurian reports 25% increase in natural gas production for third quarter 2022 HOUSTON, Texas – (BUSINESS WIRE) November 2, 2022 - Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) ended the third quarter with a 25% increase in net natural gas production and a 32% increase in natural gas sales, as compared to the second quar |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-5507 Tellurian Inc. (Ex |
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| November 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a8kq32022.htm 8-K 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): November 2, 2022 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporati |
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| November 2, 2022 |
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): November 2, 2022 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 2, 2022 |
Tellurian Inc. Corporate presentation November 2022 Exhibit 99.1 Tellurian Inc. Corporate presentation November 2022 Cautionary statements The information in this presentation includes “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward - looking statements. T |
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| September 23, 2022 |
Termination of a Material Definitive Agreement 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): September 23, 2022 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File N |
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| September 19, 2022 |
Tellurian Announces Withdrawal of Public Offering of Senior Secured Notes Exhibit 99.1 Tellurian Announces Withdrawal of Public Offering of Senior Secured Notes HOUSTON, Texas ? (BUSINESS WIRE) September 19, 2022 - Tellurian Inc. (Tellurian or the Company) (NYSE American: TELL) today announced that, due to uncertain conditions in the high-yield market, it has withdrawn its proposed public offering of units consisting of 11.25% senior secured notes due 2027 and warrants |
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| September 19, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): September 19, 2022 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File N |
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| September 16, 2022 |
Filed Pursuant to Rule 433 Registration Statement No. 333-235793 Issuer Free Writing Prospectus Supplementing the Preliminary Prospectus Supplement dated August 29, 2022 TELLURIAN INC. Units, with Each Unit Consisting of $1,000 Principal Amount of 11.25% Senior Secured Notes due 2027 and 75 Warrants, Each of which Entitles the Holder to Purchase One Share of Common Stock Supplemental Disclosure Do |
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| September 12, 2022 |
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): September 12, 2022 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation) (Commission File N |
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| August 29, 2022 |
SUBJECT TO COMPLETION Preliminary Prospectus Supplement dated August 29, 2022 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| August 3, 2022 |
Exhibit 4.3 TELLURIAN INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 18, 2022 6.00% Senior Secured Convertible Notes due 2025 This SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of July 18, 2022, is entered into by and among Tellurian Inc., a Delaware corporation, as issuer (the ?Company?), and Wilmington Trust, Na |
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| August 3, 2022 |
Tellurian reports 47% increase in natural gas production for second quarter 2022 Exhibit 99.1 NEWS RELEASE ? HOLD for call, 3 August 2022 Tellurian reports 47% increase in natural gas production for second quarter 2022 HOUSTON, Texas ? (BUSINESS WIRE) August 3, 2022 - Tellurian Inc. (Tellurian) (NYSE American: TELL) ended the second quarter with $823 million of cash on hand. During the quarter, Tellurian generated $61.3 million in revenues from natural gas sales on an increase |
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| August 3, 2022 |
Exhibit 10.7 AMENDMENT No. 1 of LNG SALE AND PURCHASE AGREEMENT THIS AMENDMENT NO. 1 OF LNG SALE AND PURCHASE AGREEMENT (this ?Amendment?), dated August 2, 2022, is hereby entered into by and between Driftwood LNG LLC, a limited liability company incorporated under the laws of Delaware whose principal place of business is located at 1201 Louisiana Street, Suite 3100, Houston, TX 77002 (USA) (?Sell |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-5507 Tellurian Inc. (Exact n |
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| August 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 3, 2022 Tellurian Inc. (Exact name of registrant as specified in its charter) Delaware 001-5507 06-0842255 (State or other jurisdiction of incorporation or organization) (Commi |
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| August 3, 2022 |
Exhibit 10.5 CHANGE ORDER PROJECT NAME: Driftwood LNG Phase 1 OWNER: Driftwood LNG LLC CONTRACTOR: Bechtel Energy Inc. DATE OF AGREEMENT: 10 November 2017 CHANGE ORDER NUMBER: CO-009 DATE OF CHANGE ORDER: July, 2022 The Agreement between the Parties listed above is changed as follows: Per Section 6.1B of the Phase 1 EPC Agreement, the Parties agree to modify the Agreement as detailed below: 1.LIMI |
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| August 3, 2022 |
Exhibit 10.6 AMENDMENT No. 1 of LNG SALE AND PURCHASE AGREEMENTS 1 & 2 THIS AMENDMENT NO. 1 OF LNG SALE AND PURCHASE AGREEMENT 1 and LNG SALE AND PURCHASE AGREEMENT 2 (this ?Amendment?), dated August 1, 2022, is hereby entered into by and between Driftwood LNG LLC, a limited liability company incorporated under the laws of Delaware whose principal place of business is located at 1201 Louisiana Str |
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| July 13, 2022 |
Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Execution Version PURCHASE AND SALE AGREEMENT BETWEEN ENSIGHT IV ENERGY PARTNERS, LLC AND ENSIGHT HAYNESVILLE PARTNERS, LLC (COLLECTIVELY, AS SELLER) AND TELLUR |
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| July 13, 2022 |
Tellurian Announces Haynesville Shale Acquisition for $125 million Exhibit 99.1 Tellurian Announces Haynesville Shale Acquisition for $125 million HOUSTON, Texas ? (BUSINESS WIRE) July 13, 2022 - Tellurian Inc. (Tellurian) (NYSE American: TELL) announced today that its wholly owned subsidiary Tellurian Production LLC (TPC) has entered into an agreement to purchase natural gas assets from privately held EnSight IV Energy Partners, LLC and EnSight Haynesville Partn |
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| July 13, 2022 |
Exhibit 99.2 Tellurian Inc. Corporate presentation Cautionary statements The information in this presentation includes ?forward-looking statements? within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. The words ?anticipa |
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| July 13, 2022 |
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): July 13, 2022 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 |
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| June 28, 2022 |
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 28, 2022 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 |
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| June 8, 2022 |
Submission of Matters to a Vote of Security Holders 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 8, 2022 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) |
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| June 3, 2022 |
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 1, 2022 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) |
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| June 3, 2022 |
Exhibit 1.1 TELLURIAN INC. $500,000,000 6.00% Convertible Senior Secured Notes due 2025 PLACEMENT AGENT AGREEMENT June 1, 2022 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: 1. Introductory. Tellurian Inc., a Delaware corporation (?Company?), agrees with Roth Capital Partners, LLC that it shall act as placement agent (the ?Placement Agent?), along w |
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| June 3, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 1, 2022, is by and among Tellurian Inc., a Delaware corporation with offices located at 1201 Louisiana Street, Suite 3100, Houston, Texas 77002 (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (each individually, a ?Buyer? and collectively, th |
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| June 3, 2022 |
Exhibit 4.1 ? ? Tellurian Inc. ? INDENTURE ? Dated as of June?3, 2022 ? Wilmington Trust, National Association Trustee ? ? ? TABLE OF CONTENTS ? ? Page ? ? ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1??? Definitions 1 Section 1.2??? Other Definitions 4 Section 1.3??? Incorporation by Reference of Trust Indenture Act 4 Section 1.4??? Rules of Construction 5 ? ? ARTICLE II THE |
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| June 3, 2022 |
Exhibit 99.1 Tellurian Announces Signing Definitive Agreements for $500 million Offering of Senior Secured Convertible Notes HOUSTON, Texas ? (BUSINESS WIRE) June 1, 2022 - Tellurian Inc. (Tellurian) (NYSE American: TELL) announced today that it has executed definitive agreements to sell $500 million principal amount of senior secured convertible notes, subject to customary closing conditions. The |
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| June 3, 2022 |
Exhibit 4.2 Execution Version TELLURIAN INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and TECH OPPORTUNITIES LLC as Collateral Agent FIRST SUPPLEMENTAL INDENTURE Dated as of June 3, 2022 6.00% Senior Secured Convertible Notes due 2025 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction; Scope and Interpretation of Base Indenture 1 Section 1.01. Definitions 1 Section 1 |
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| June 3, 2022 |
Exhibit 1.2 TELLURIAN INC. $500,000,000 6.00% Convertible Senior Secured Notes due 2025 PLACEMENT AGENT AGREEMENT June 1, 2022 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: 1. Introductory. Tellurian Inc., a Delaware corporation (?Company?), agrees with Citigroup Global Markets Inc. that it shall act as placement agent (the ?Placement Agent?), al |
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| June 1, 2022 |
? Exhibit 107? Calculation of Filing Fee Table 424(b)(5) ? (Form Type) Tellurian Inc. |
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| June 1, 2022 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration Statement No. 333-235793? PROSPECTUS SUPPLEMENT (to Prospectus dated April 28, 2020) Tellurian Inc. $500 million Senior Secured Convertible Notes and Shares of Common Stock Issuable Upon Conversion of the Convertible Notes We are offering (i) $500,000,000 aggregate principal amount of senior secured convertible notes (the ?Notes?) a |
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| May 16, 2022 |
Tellurian COO Keith Teague retires and Samik Mukherjee joins as Driftwood Assets President Exhibit 99.1 Tellurian COO Keith Teague retires and Samik Mukherjee joins as Driftwood Assets President HOUSTON, Texas ? (BUSINESS WIRE) May 16, 2022 - Tellurian Inc. (Tellurian) (NYSE American: TELL) announced today that Chief Operating Officer (COO) Keith Teague is retiring from full time employment and will continue with Tellurian in an advisory role. Tellurian has hired former McDermott Intern |
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| May 16, 2022 |
Exhibit 10.2 EXECUTION COPY CONSULTING AGREEMENT This CONSULTING AGREEMENT (this ?Agreement?) is dated as of May 13, 2022 (the ?Execution Date?) by and between Tellurian Inc., a corporation organized under the laws of the State of Delaware (the ?Company?), and R. Keith Teague (?Consultant?). The Company and the Consultant are hereinafter sometimes referred to individually as a ?Party? or collectiv |
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| May 16, 2022 |
Exhibit 10.1 EXECUTION COPY RETIREMENT AGREEMENT AND GENERAL RELEASE This Retirement Agreement and General Release (?Agreement and Release?) is made and entered into by and between R. Keith Teague (?Employee?) and Tellurian Inc. (the ?Company? and, together with Employee, the ?Parties?). Employee and the Company have mutually agreed that Employee will retire from his employment with the Company as |
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| May 16, 2022 |
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): May 12, 2022 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) |
