Woodside Energy Group Ltd (ASX:WDS) entered into a definitive agreement to acquire Tellurian Inc. (NYSEAM:TELL) for approximately $860 million on July 21, 2024. Under the proposed transaction Woodside, or a wholly owned subsidiary of Woodside, will acquire 100% of the issued and outstanding shares of common stock of Tellurian Inc. for $1.00 per share in an all-cash transaction. Pursuant to the Merger Agreement, at the effective time of the Merger (the ? Effective Time ?), each share of Tellurian?s common stock (the ? Common Stock ?) outstanding immediately prior to the Effective Time (subject to certain customary exceptions specified in the Merger Agreement) will be cancelled and converted automatically into the right to receive $1.00 in cash, without interest (the ? Merger Consideration ?), and subject to applicable taxes. Pursuant to the Merger Agreement, at the Effective Time, each share of Tellurian?s Series C Convertible Preferred Stock (the ? Preferred Stock ?) outstanding immediately prior to the Effective Time (subject to certain customary exceptions specified in the Merger Agreement) will be cancelled and converted automatically into the right to receive $8.16489 per share in cash, without interest, and subject to applicable taxes, in accordance with the terms of the certificate of designations of the Preferred Stock. The acquisition price represents a 75% premium to Tellurian?s closing price on July 19, 2024, and a 48% premium to Tellurian?s 30-day volume weighted average price, which reflect Driftwood LNG?s premier site, fully permitted status, advanced stage of pre-FID development and strong relationships with Bechtel, Baker Hughes, and Chart. The implied total enterprise value of the transaction, including net debt, is approximately $1.2 billion. In connection with entry into a binding agreement to acquire Tellurian, Woodside will provide a loan to Tellurian of up to $230 million to ensure Driftwood LNG site activity and de-risking activities maintain momentum prior to completion of the transaction. Upon termination of the Merger Agreement under specified circumstances, Tellurian will be required to pay Parent a termination fee of $36,055,000. Additionally, Parent will be required to pay Tellurian a termination fee of $31,548,000 if the Merger Agreement is terminated.

The transaction, which was unanimously approved by both boards of directors, is expected to close in Q4 2024, subject to customary closing conditions, including approval from Tellurian shareholders, maintenance of validity for existing authorizations (e.g. Department of Energy (DOE) and FERC) and the receipt of regulatory approvals. Tellurian is also subject to customary ?no-shop? restrictions on its ability. Woodside?s sole financial adviser is PJT Partners and its legal advisers are Bryn A. Sappington and Blake Redwine of Norton Rose Fulbright US LLP. Lazard Frères & Co. LLC is serving as financial advisor and fairness opinion and W. Robert Shearer of Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel to Tellurian.