TELLURIAN INC. Item 1.01 Entry Into a Material Definitive Agreement.
Closing of Note Offering
On
The Offering was made pursuant to the Company's shelf registration statement on
Form S-3ASR (File No. 333-235793), which was declared effective by the
The Indenture and the Note
The Indenture governs the terms of the Note to the extent set forth therein, including with respect to the rights and duties of the trustee (including in connection with an event of default under the Note (as described below)), replacement of the trustee, discharge of the Indenture, cancellation of the Note, and amendment and modification of the Indenture or the Note.
The Indenture also provides that a majority in principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred to the trustee (either relating to an event of default or otherwise), subject to the trustee's right to refuse to follow directions in certain circumstances.
The Indenture is subject to, and governed by, the Trust Indenture Act of 1939, as amended (the "TIA"), and contains customary provisions required under the TIA.
The terms of the Note are incorporated by reference into the Indenture, and, with respect to provisions related to the maturity of the Note, ranking of the Note, payments on the Note, events of default, remedies in connection with an event of default (including acceleration of the Note or conversion of the Note) and certain other provisions, the Indenture refers to the applicable provisions of the Note.
The Note is a senior unsecured obligation of the Company. The Note will mature
on
The Note includes covenants which, among other things, limit the ability of the
Company and its subsidiaries to incur additional indebtedness, permit liens on
their assets, make certain types of investments, pay dividends and other
restricted payments, transfer assets, enter into transactions with affiliates
and issue certain types of securities. The Note also requires the Company to
maintain, as of the last day of each month, unrestricted, unencumbered cash in
one or more deposit accounts held solely in the Company's name in an amount at
least equal to the greater of (i) 40% of the then-outstanding principal amount
of the Note, (ii)
2
The Note includes customary provisions regarding events of default, including, among other things, nonpayment of principal or other amounts, violation of covenants, incorrectness of representations and warranties in any material respect, cross-acceleration with respect to other indebtedness, bankruptcy and judgments, and acceleration of amounts due under the Note. In addition, the Note provides that if an event of default occurs, the Investor will have the right to convert amounts due under the Note into the "Conversion Consideration," which . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference to this Item 2.03.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 under "Amendment to Credit Agreement" is incorporated herein by reference to this Item 3.02.
The lender has represented that it is an "accredited investor," as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on the private placement exemption from the registration requirements of the Securities Act set forth in Section 4(a)(2) thereof for purposes of the transactions contemplated by the Amendment.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 is incorporated herein by reference to this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Indenture, dated as of April 29, 2020 , by and between Tellurian
Inc. , as issuer, and Wilmington Trust, National Association , as
trustee, relating to Senior Unsecured Note due 2021
4.2 Senior Unsecured Note due 2021, dated as of April 29, 2020 , issued
to High Trail Investments SA LLC
4
Exhibit No. Description
4.3 Warrant to Purchase Common Stock, dated as of April 29, 2020 ,
issued to High Trail Investments SA LLC
4.4 Warrant to Purchase Common Stock, dated as of April 29, 2020 ,
issued to Nineteen77 Capital Solutions A LP
4.5 Amended and Restated Common Stock Purchase Warrant, dated as of
April 29, 2020 , issued to Nineteen77 Capital Solutions A LP
5.1 Opinion of Baker Botts L.L.P.
5.2 Opinion of Davis Graham & Stubbs LLP
5.3 Opinion of Davis Graham & Stubbs LLP
10.1 Form of Voting Agreement, dated as of April 29, 2020 , by and
between the Company and each of Charif Souki , Martin Houston , Meg
Gentle and R. Keith Teague
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