Magellan Petroleum Corporation (NASDAQ:MPET) Files An 8-K Other Events
Item8.01
| Other Events. |
On January3, 2017, Tellurian Investments Inc., a Delaware
corporation (Tellurian), and TOTAL Delaware,
Inc. (TOTAL), a Delaware corporation and
subsidiary of TOTAL S.A., closed the transactions described in
the Current Report on Form8-K of Magellan Petroleum Corporation
(Magellan) filed with the U.S. Securities and
Exchange Commission (the SEC) on December21,
2016.
On January3, 2017, to the common stock purchase agreement (the
SPA), dated as of December19, 2016, between
Tellurian and TOTAL, TOTAL purchased, and Tellurian sold and
issued to TOTAL, 35,384,615 shares of Tellurian common stock (the
Tellurian Shares) for an aggregate purchase
price of $206,999,997.75. In addition, on January3, 2017,
(i)Magellan and TOTAL entered into a guaranty and support
agreement, to which Magellan willcontingent on the closing of the
merger contemplated by the previously announced Agreement and
Plan of Merger, dated as of August2, 2016, as amended on
November23, 2016 and December19, 2016, among Magellan, Tellurian
and River Merger Sub, Inc., a Delaware corporation and direct,
wholly owned subsidiary of Magellan (the
Merger)guarantee to TOTAL the performance of all
of the obligations of Tellurian in connection with the SPA (the
Guaranty and Support Agreement); (ii)Magellan,
TOTAL, Charif Souki, the Souki Family 2016 Trust, and Martin
Houston entered into a voting agreement, to which Mr.Souki, the
Souki Family 2016 Trust, and Mr.Houston agreed to vote all shares
of the combined companys stock they own in favor of the
appointment of one board designee of TOTAL to the board of
directors of Magellan effective upon the closing of the Merger
(the Voting Agreement); and (iii)Tellurian and
TOTAL entered into a pre-emptive rights agreement, to which TOTAL
was 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 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 Guaranty and Support Agreement,
the Voting Agreement and the Pre-Emptive Rights Agreement is not
complete and is qualified in its entirety by the terms of the
documents attached hereto as Exhibits10.1, 10.2 and 99.2,
respectively. Such documents are incorporated herein by
reference. Each of those agreements is substantially identical to
the form of such agreement filed as an exhibit to Magellans
Current Report on Form8-K filed on December21, 2016.
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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 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. 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 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,
December12, 2016 and December28, 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.
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| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
|
ExhibitNo. |
Description |
|
| 10.1 |
Guaranty and Support Agreement, dated as of January3, 2017, by and between Magellan Petroleum Corporation and TOTAL Delaware, Inc. |
|
| 10.2 |
Voting Agreement, dated as of January3, 2017, by and among Magellan Petroleum Corporation, Tellurian Investments Inc., TOTAL Delaware, Inc., Charif Souki, the Souki Family 2016 Trust and Martin Houston |
|
| 99.1 |
Pre-Emptive Rights Agreement, dated as of January3, 2017, by and between Tellurian Investments Inc. and TOTAL Delaware, Inc. |
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