Tellurian Inc. (NASDAQ:TELL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry Into a Material Definitive Agreement. |
On March15, 2017, Tellurian Inc., a Delaware corporation (the
Company) entered into a Distribution Agency Agreement (the
Distribution Agreement) with Credit Suisse Securities
(USA) LLC (Credit Suisse). to the terms of the
Distribution Agreement, the Company may sell shares of its common
stock, $0.01 par value per share, from time to time on the NASDAQ
Capital Market or any other market for the common stock in the
United States, through Credit Suisse acting as sales agent, for
aggregate sales proceeds of up to $200,000,000 (the
Offering).
Under the Distribution Agreement, the Company will set the
parameters for the sale of shares, including the number of shares
to be issued, the time period during which sales are requested to
be made, any limitation on the number of shares that may be sold
in any one trading day, and any minimum price below which sales
may not be made.
Subject to the terms and conditions of the Distribution
Agreement, Credit Suisse may sell the shares by any method
permitted by law deemed to be an at the market offering as
defined in Rule 415 under the Securities Act of 1933, as amended
(the Securities Act), including sales made directly on the
NASDAQ Capital Market, on any other existing trading market for
the shares, or to or through a market maker. Credit Suisse may
also sell the shares by other methods permitted by law, including
in a privately negotiated transaction with the prior consent of
the Company.
The Distribution Agreement provides that Credit Suisse will be
entitled to compensation for its services at a fixed commission
rate equal to 3.0% of the gross sales price per share sold
through it as the Companys sales agent under the Distribution
Agreement.
The Company has no obligation to sell any shares under the
Distribution Agreement, and the Company or Credit Suisse may
suspend the Offering subject to certain conditions. The Company
has agreed in the Distribution Agreement to provide
indemnification and contribution to Credit Suisse against certain
liabilities, including liabilities under the Securities Act.
The shares will be issued to the Companys shelf registration
statement on Form S-3ASR (File No.333-216011), filed with the
Securities and Exchange Commission (the SEC) on
February10, 2017. The Company filed a prospectus supplement,
dated March15, 2017, with the SEC in connection with the
Offering.
The foregoing description of the Distribution Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Distribution Agreement, a copy of which is filed
as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The legal opinion of Davis
Graham Stubbs LLP relating to the legality of the shares of
common stock being offered to the Distribution Agreement is filed
as Exhibit 5.1 to this Current Report on Form 8-K.
The representations, warranties and covenants contained in the
Distribution Agreement were made solely for purposes of the
agreement and as of a specific date, were solely for the benefit
of the parties to the agreement and may be subject to standards
of materiality applicable to the contracting parties that differ
from those applicable to security holders. Security holders
should not rely on the representations, warranties, and covenants
or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
See Exhibit Index.
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About Tellurian Inc. (NASDAQ:TELL)
Tellurian Inc., formerly 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 through its subsidiary, Tellurian Investments Inc. The Company owns interests in the Horse Hill-1 well and related licenses in the Weald Basin, onshore the United Kingdom, and an exploration block, NT/P82, in the Bonaparte Basin, offshore Northern Territory, Australia. The Horse Hill-1 well has identified prospects from the Portland sandstone and Kimmeridge Clay limestone formations. Tellurian Inc. (NASDAQ:TELL) Recent Trading Information
Tellurian Inc. (NASDAQ:TELL) closed its last trading session up +0.57 at 12.81 with 1,442,960 shares trading hands.