Magellan Petroleum Corporation (NASDAQ:MPET) Files An 8-K Entry into a Material Definitive Agreement

Magellan Petroleum Corporation (NASDAQ:MPET) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

Tellurian Common Stock Purchase Agreement and Merger Agreement
Amendment

On December19, 2016, Tellurian Investments Inc., a Delaware
corporation (Tellurian), entered into a common
stock purchase agreement (the SPA) with TOTAL
Delaware, Inc., a Delaware corporation and subsidiary of TOTAL
S.A. (TOTAL), to which TOTAL will purchase, and
Tellurian will sell and issue to TOTAL, 35,384,615 shares of
Tellurian common stock (the Tellurian Shares)
for an aggregate purchase price of $206,999,997.75. In connection
with the SPA, Tellurian, Magellan Petroleum Corporation, a
Delaware corporation (Magellan), and River
Merger Sub, Inc., a Delaware corporation and direct wholly owned
subsidiary of Magellan, entered into a second amendment (the
Merger Agreement Amendment) to the previously
announced Agreement and Plan of Merger, dated as of August2, 2016
and amended on November23, 2016, among those parties (the
Merger Agreement). Among other things, the
Merger Agreement Amendment (i)permits Tellurian to enter into the
SPA and issue the Tellurian Shares to TOTAL, (ii)increases the
maximum number of shares of Tellurian common stock (or its
equivalent) issuable to current and prospective employees of
Tellurian under the Tellurian 2016 Omnibus Incentive Plan between
August2, 2016 and the closing of the merger contemplated by the
Merger Agreement (the Merger) from 10,000,000 to
13,000,000, (iii)requires Magellan to appoint one board designee
of TOTAL to the board of directors of Magellan effective upon the
closing of the Merger, and (iv)extends the Outside Date (as
defined in the Merger Agreement) from January31, 2017 to
February28, 2017.

The Merger Agreement Amendment has been approved by the board of
directors of each of Magellan and Tellurian. The closing of the
transactions contemplated by the SPA is subject to customary
closing conditions, including, among others, the accuracy of each
partys representations and warranties contained in the SPA and
each partys compliance with its covenants and agreements
contained in the SPA in all material respects.

Assuming the satisfaction of the closing conditions, Magellan and
Tellurian expect the transactions contemplated by the SPA to
close on January3, 2017.

Other

At the closing of the transactions contemplated by the SPA,
(i)Magellan, TOTAL, Charif Souki, the Souki Family 2016 Trust,
and Martin Houston will enter into a voting agreement, to which
Mr.Souki, the Souki Family 2016 Trust, and Mr.Houston will agree
to vote all shares of the combined companys stock they own in
favor of the TOTAL board designee (the Voting
Agreement); (ii)Magellan and TOTAL will enter into a
guaranty and support agreement, to which Magellan will,
contingent on the closing of the Merger, guarantee to TOTAL the
performance of all of the obligations of Tellurian in connection
with the SPA (the Guaranty and Support
Agreement); and (iii)Tellurian and TOTAL will enter into
a pre-emptive rights agreement, to which TOTAL will be granted a
right to purchase its pro rata portion of any new equity
securities that Tellurian may issue to a third party on the same
terms and conditions as such equity securities are offered and
sold to such party, subject to certain excepted offerings (the
Pre-emptive Rights Agreement).

In connection with the SPA, (i)following the closing of the
Merger, Magellan and TOTAL will enter into a pre-emptive rights
agreement with terms and conditions similar to those contained in
the form of Pre-emptive Rights Agreement between Tellurian and
TOTAL but subject to additional excepted offerings; and
(ii)Tellurian and Magellan agreed to provide TOTAL, as holder of
the Tellurian Shares, with certain registration rights relating
to the Magellan common stock that TOTAL will receive upon the
closing of the Merger.

The foregoing description of the SPA, the Merger
Agreement Amendment, the form of Guaranty and Support Agreement,
the form of Voting Agreement and the form of Pre-Emptive Rights
Agreement is not complete and is qualified in its entirety by the
terms of the documents attached hereto as Exhibits99.1, 2.1,
10.1, 99.2 and 99.3, respectively. Such documents are
incorporated herein by reference.

Important Information for Investors and Stockholders

This report does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This report relates to the
Merger between Magellan and Tellurian.

In connection with the Merger, Magellan has filed with the U.S.
Securities and Exchange Commission (the SEC) a
registration statement on FormS-4 that includes a preliminary
joint proxy statement of Magellan and Tellurian that also
constitutes a prospectus of Magellan. Each of Magellan and
Tellurian also plans to file other relevant documents with the
SEC regarding the Merger, including a final prospectus and
definitive joint proxy statement. No offering of securities shall
be made except by means of a prospectus meeting the requirements
of Section10 of the Securities Act of 1933, as amended (the
Securities Act). Any definitive joint proxy
statement(s)/prospectus(es) for Magellan and/or Tellurian (if and
when available) will be mailed to stockholders of Magellan or
Tellurian, as applicable. INVESTORS AND SECURITY HOLDERS OF
MAGELLAN AND TELLURIAN ARE URGED TO READ THE PROXY STATEMENT(S),
REGISTRATION STATEMENT(S), PROXY STATEMENT(S)/PROSPECTUS(ES) AND
OTHER DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY DO AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER.

Investors and security holders may obtain free copies of these
documents and other documents containing important information
about Magellan and Tellurian once such documents are filed with
the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Magellan are available free of charge on Magellans internet
website at www.magellanpetroleum.com or by contacting Magellan
using the contact information below.

Participants in Solicitation

Magellan and Tellurian and their respective directors, executive
officers and other members of their management and employees may
be deemed to be participants in the solicitation of proxies from
the companies stockholders in connection with the Merger.
Stockholders are urged to carefully read the definitive proxy
statement regarding the Merger

2

when it becomes available because it will contain important
information. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of
the companies stockholders in connection with the Merger is set
forth in the preliminary joint proxy statement/prospectus of
Magellan and Tellurian filed with the SEC on October3, 2016, as
amended on November8, 2016 and December12, 2016. You can find
information about Magellans executive officers and directors in
its Annual Report on Form10-K/A filed with the SEC on October27,
2016. You can obtain free copies of these and other documents
containing relevant information at the SECs website at
www.sec.gov or by contacting Magellan by mail at 1775 Sherman
Street, Suite 1950, Denver, Colorado 80203, or by telephone at
(720) 484-2400.

Item5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

Appointment of Director.

to the Merger
Agreement Amendment, following the closing of the transactions
contemplated by the SPA, Magellan must appoint one board designee
of TOTAL to the board of directors of Magellan effective upon the
closing of the Merger.

Item9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
2.1*		Second Amendment to Agreement and Plan of Merger, dated as of December19, 2016, by and among Magellan Petroleum Corporation, Tellurian Investments Inc., and River Merger Sub, Inc.
10.1		Form of Guaranty and Support Agreement by and between Magellan Petroleum Corporation and TOTAL Delaware, Inc.
99.1*		Common Stock Purchase Agreement, dated as of December19, 2016, by and between Tellurian Investments Inc. and TOTAL Delaware, Inc.
99.2		Form of Voting Agreement by and among Magellan Petroleum Corporation, Tellurian Investments Inc., TOTAL Delaware, Inc., Charif Souki, the Souki Family 2016 Trust and Martin Houston
99.3		Form of Pre-Emptive Rights Agreement by and between Tellurian Investments Inc. and TOTAL Delaware, Inc.

*	to Item 6.01(b)(2) of Regulation S-K, Magellan has omitted certain schedules to the exhibit. Magellan agrees to supplementally furnish a copy of any omitted schedule to the SEC upon request.

3

to the
requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: December20,
2016

EXHIBIT
INDEX

Exhibit No.		Description
2.1*		Second Amendment to Agreement and Plan of Merger, dated as of December19, 2016, by and among Magellan Petroleum Corporation, Tellurian Investments Inc., and River Merger Sub, Inc.
10.1		Form of Guaranty and Support Agreement by and between Magellan Petroleum Corporation and TOTAL Delaware, Inc.
99.1*		Common Stock Purchase Agreement, dated as of December19, 2016, by and between Tellurian Investments Inc. and TOTAL Delaware, Inc.
99.2		Form of Voting Agreement by and among Magellan Petroleum Corporation, Tellurian Investments Inc., TOTAL Delaware, Inc., Charif Souki, the Souki Family 2016 Trust and Martin Houston
99.3		Form of Pre-Emptive Rights Agreement by and between Tellurian Investments Inc. and TOTAL Delaware, Inc.

*

About Magellan Petroleum Corporation (NASDAQ:MPET)
Magellan Petroleum Corporation is an oil and gas exploration and production company. The Company focuses on the development of liquefied natural gas (LNG) projects along the United States Gulf Coast. It conducts its operations through two subsidiaries corresponding to the geographical areas in which the Company operates: Magellan Petroleum (UK) Limited (MPUK) and Magellan Petroleum Australia Pty Ltd (MPA). As of June 30, 2016, it had two geographic segments: MPUK and MPA, corresponding to its operations in the United Kingdom and Australia, respectively. It owns interests in the Horse Hill-1 well and related licenses, which consist of PEDLs 137 and 246 in the Weald Basin, onshore the United Kingdom. MPUK’s oil and gas assets consist of various exploration licenses in or adjacent to the Weald Basin located onshore and offshore southern England. MPA’s oil and gas assets consist of NT/P82, which is an exploration block in the Bonaparte Basin, offshore Northern Territory, Australia. Magellan Petroleum Corporation (NASDAQ:MPET) Recent Trading Information
Magellan Petroleum Corporation (NASDAQ:MPET) closed its last trading session up +0.79 at 8.55 with 722,494 shares trading hands.