Tellurian Inc. Announces Intention to Delist and Redeem 8.25% Senior Notes Due 2028

Rhea-AI Summary

Tellurian Inc. has announced its intention to voluntarily delist from the NYSE American and redeem its 8.25% Senior Notes Due 2028 following its merger with Woodside Energy Holdings (NA) The company plans to file a Form 25 with the SEC on or about October 21, 2024, with the delisting expected to become effective around October 31, 2024. Tellurian will redeem all outstanding Notes on November 8, 2024, at a price of $25.75 per note, plus accrued and unpaid interest. The Bank of New York Mellon Trust Company, N.A., as trustee, will distribute redemption notices to registered holders. Tellurian reserves the right to delay or withdraw these filings and change its plans regarding the delisting and termination of reporting obligations.

Positive

• Merger with Woodside Energy Holdings (NA) completed
• Full redemption of 8.25% Senior Notes Due 2028 at $25.75 per note plus accrued interest

Negative

• Voluntary delisting from NYSE American
• Termination of reporting obligations under U.S. federal securities laws

Insights

Financial Analyst

The merger between Tellurian and Woodside Energy Holdings marks a significant shift in Tellurian's corporate structure, with immediate implications for its debt securities. The decision to delist and redeem the 8.25% Senior Notes due 2028 is a direct consequence of this merger.

Key points to consider:

• The redemption price of $25.75 per note, plus accrued interest, represents a premium over the typical $25 face value of such notes.
• This action will likely reduce Tellurian's outstanding debt, potentially improving its balance sheet as it integrates with Woodside.
• Noteholders will receive a return on their investment earlier than expected, which could be viewed positively in the current interest rate environment.
• The delisting from NYSE American may reduce liquidity for any noteholders who don't redeem, though this impact is mitigated by the full redemption plan.

For Woodside investors, this move suggests a streamlining of Tellurian's financial structure post-merger, potentially leading to more efficient capital management within the combined entity. The premium redemption price indicates Woodside's commitment to honoring Tellurian's obligations, which may be viewed favorably by the market.

Legal Expert

The voluntary delisting and redemption of Tellurian's notes following its merger with Woodside Energy Holdings has several legal and regulatory implications:

• The filing of Form 25 with the SEC is a standard procedure for voluntary delisting, initiating a 10-day period before the delisting becomes effective.
• By redeeming the notes, Tellurian is exercising its right under the notes' indenture, which typically allows for early redemption under specific circumstances such as a change in control.
• The absence of arrangements for listing on another exchange suggests Tellurian, now a subsidiary of Woodside, may be transitioning away from public debt markets.
• The company's statement reserving the right to change plans regarding delisting and reporting obligations indicates careful legal positioning to maintain flexibility.

This process demonstrates compliance with SEC regulations for delisting and proper notification to noteholders through the trustee. It also signals a shift in Tellurian's regulatory status, potentially reducing its public reporting requirements as it becomes integrated into Woodside's corporate structure.

HOUSTON--(BUSINESS WIRE)-- 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 liability company (“Parent”), and Woodside Energy (Transitory) Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Tellurian (the “Merger”), with Tellurian continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent.

In connection with the closing of the Merger, Tellurian announced today that it has notified the NYSE American LLC (“NYSE”) of its intention to voluntarily delist from the NYSE and redeem its 8.25% Senior Notes Due 2028 (CUSIP Number 87968A203) (the “Notes”).

Notice of Intent to Delist Notes

Tellurian intends to file a Notification of Removal from Listing on Form 25 on or about October 21, 2024 (the “Form 25”) with the US Securities and Exchange Commission (“SEC”). As a result, Tellurian expects the delisting of the Notes to become effective on or about October 31, 2024, from which time the Notes will no longer be listed on the NYSE. Tellurian has not made arrangements for the listing and/or registration of the Notes on another national securities exchange or quotation medium.

Notice of Intent to Redeem Notes

Tellurian announced today that it will redeem all of the outstanding Notes on November 8, 2024 (the “Redemption Date”). The redemption price for the Notes is $25.75 per note, plus accrued and unpaid interest to, but excluding, the Redemption Date.

Tellurian has instructed the trustee for the Notes, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), to distribute a notice of redemption to all registered holders of the Notes. Redemption with respect to book-entry interests in the Notes represented by global notes will be done in accordance with the standard procedures of The Depository Trust Company.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Tellurian reserves the right, for any reason, to delay any of the filings described above, to withdraw them prior to effectiveness, and to otherwise change its plans in respect of delisting the Notes and the termination of its reporting obligations with respect to the Notes under applicable U.S. federal securities laws in any way.

Cautionary Information About Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. The words “anticipate,” “assume,” “believe,” “budget,” “estimate,” “expect,” “forecast,” “initial,” “intend,” “may,” “plan,” “potential,” “project,” “proposed,” “should,” “will,” “would,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements herein relate to, among other things, the intended delisting and redemption of the Notes, the expected timing of the delisting and redemption of the Notes and other statements that concern Tellurian’s expectations, intentions or strategies regarding the future. Known and unknown risks and uncertainties could cause actual results to differ materially from those indicated in the forward-looking statements, including, but not limited to the risks described in Tellurian’s filings with the SEC, including in Item 1A of Part I of the Annual Report on Form 10-K of Tellurian for the fiscal year ended December 31, 2023, filed by Tellurian with the SEC on February 23, 2024, and other Tellurian filings with the SEC, all of which are incorporated by reference herein. The forward-looking statements in this report speak as of the date hereof. Although Tellurian may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so except as required by securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241009813527/en/

INVESTORS

Marcela Louzada

M: +61 456 994 243

E: investor@woodside.com

        

MEDIA

Christine Forster

M: +61 484 112 469

E: christine.forster@woodside.com

Source: Woodside Energy Group Ltd

FAQ

When will Tellurian (WDS) delist its 8.25% Senior Notes Due 2028 from the NYSE?

Tellurian expects the delisting of its 8.25% Senior Notes Due 2028 to become effective on or about October 31, 2024.

What is the redemption price for Tellurian's (WDS) 8.25% Senior Notes Due 2028?

The redemption price for Tellurian's 8.25% Senior Notes Due 2028 is $25.75 per note, plus accrued and unpaid interest to, but excluding, the Redemption Date of November 8, 2024.

When will Tellurian (WDS) redeem its 8.25% Senior Notes Due 2028?

Tellurian will redeem all outstanding 8.25% Senior Notes Due 2028 on November 8, 2024, which is the announced Redemption Date.

What is the reason for Tellurian's (WDS) delisting and note redemption?

The delisting and note redemption are related to Tellurian's completed merger with Woodside Energy Holdings (NA) , where Tellurian became a wholly owned subsidiary of Woodside.