Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TALOS ENERGY INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87484T108
(CUSIP Number)
February 13, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 87484T108 | 13G | Page 2 of 22 Pages |
| 1. |
Names of Reporting Persons
BAIN CAPITAL CREDIT MANAGED ACCOUNT (E), L.P. |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
1,443,678 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
1,443,678 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,443,678 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
1.14%(1) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer’s current reports filed in connection with its Special Meeting of Stockholders (the “Special Meeting”) and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 3 of 22 Pages |
| 1. |
Names of Reporting Persons
BAIN CAPITAL CREDIT MANAGED ACCOUNT (PSERS), L.P. |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
208,221 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
208,221 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
208,221 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0.16%(1) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer's current reports filed in connection with its Special Meeting and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 4 of 22 Pages |
| 1. |
Names of Reporting Persons
BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (AIV I), L.P. |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,622,042 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
3,622,042 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,622,042 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
2.87%(1) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer's current reports filed in connection with its Special Meeting and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 5 of 22 Pages |
| 1. |
Names of Reporting Persons
BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (B), L.P. |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
427,666 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
427,666 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
427,666 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0.34%(1) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer's current reports filed in connection with its Special Meeting and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 6 of 22 Pages |
| 1. |
Names of Reporting Persons
BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (A), L.P. |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
1,304,113 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
1,304,113 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,304,113 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
1.03%(1) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer's current reports filed in connection with its Special Meeting and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 7 of 22 Pages |
| 1. |
Names of Reporting Persons
BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (F), L.P. |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
1,136,088 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
1,136,088 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,136,088 (1) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0.90%(2) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer's current reports filed in connection with its Special Meeting and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 8 of 22 Pages |
| 1. |
Names of Reporting Persons
SANKATY CREDIT OPPORTUNITIES IV, L.P. |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
1,134,142 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
1,134,142 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,134,142 (1) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0.90%(2) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer's current reports filed in connection with its Special Meeting and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 9 of 22 Pages |
| 1. |
Names of Reporting Persons
BCC EnVen Investments (2016), L.P. |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
2,179,565 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
2,179,565 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,179,565 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
1.72%(1) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer's current reports filed in connection with its Special Meeting and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 10 of 22 Pages |
| 1. |
Names of Reporting Persons
BCC EnVen Investments (S), L.P. |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
624,670 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
624,670 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
624,670 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0.49%(1) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer's current reports filed in connection with its Special Meeting and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 11 of 22 Pages |
| 1. |
Names of Reporting Persons
BCC EnVen Investments (2013), L.P. |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
2,887,357 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
2,887,357 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,887,357 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
2.28%(1) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer's current reports filed in connection with its Special Meeting and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 12 of 22 Pages |
| 1. |
Names of Reporting Persons
Bain Capital Credit, LP |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
DE |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
| 6. |
Shared Voting Power
0 |
| 7. |
Sole Dispositive Power
604,267 |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
604,267 |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
0.48%(1) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Calculated based on 126,370,328 shares of Common Stock outstanding as of February 13, 2023, based on the Issuer's current reports filed in connection with its Special Meeting and the closing of its recent transaction. |
| CUSIP No. 87484T108 | 13G | Page 13 of 22 Pages |
| Item 1(a). | Name of Issuer: |
| TALOS ENERGY INC. (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
|
333 CLAY STREET, SUITE 3300 HOUSTON, TX, 77002 |
| Item 2(a). | Names of Persons Filing: |
This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:
1. Bain Capital Credit Managed Account Investors (E), L.P. (“BCCMA (E)”)
2. Bain Capital Credit Managed Account Investors (PSERS), L.P. (“PSERS”)
3. Bain Capital Distressed & Special Situations 2013 (AIV I), L.P. (“DSS 2013 (AIV I)”)
4. Bain Capital Distressed & Special Situations 2013 (B), L.P. (“DSS 2013 (B)”)
5. Bain Capital Distressed & Special Situations 2016 (A), L.P. (“DSS 2016 (A)”)
6. Bain Capital Distressed & Special Situations 2016 (F), L.P. (“DSS 2016 (F)”)
7. Sankaty Credit Opportunities IV, L.P. (“COPS IV”)
8. BCC EnVen Investments (2016), L.P. (“BCC EnVen 2016”)
9. BCC EnVen Investments (S), L.P. (“BCC EnVen (S)”)
10. BCC EnVen Investments (2013), L.P. (“BCC EnVen 2013”)
11. Bain Capital Credit, LP (“BCC”)
Bain Capital Credit Managed Account Investors (E), L.P. (“BCCMAI (E)”), a Delaware limited partnership, is the general partner of BCCMA (E). Bain Capital Credit Member, LLC (“BCCM”), is the managing member of BCCMAI (E). Bain Capital Credit Managed Account Investors, LLC (“BCCMAI”), a Delaware limited liability company, is the general partner of PSERS. BCCM is the managing member of BCCMAI. Bain Capital Distressed and Special Situations 2013 Investors (A), L.P. (“DSS 2013 Investors (A)”), a Delaware limited partnership, is the general partner of DSS 2013 (AIV I)”). BCCM, is the managing member of DSS 2013 Investors (A). Bain Capital Distressed and Special Situations 2013 Investors (B), L.P. (“DSS 2013 Investors (B)”), a Delaware limited partnership, is the general partner of DSS 2013 (B)”). BCCM, is the managing member of DSS 2013 Investors (B). Bain Capital Distressed and Special Situations 2016 Investors (A), L.P. (“DSS 2016 Investors (A)”), a Delaware limited partnership is the general partner of DSS 2016 (A). BCCM is the managing member of DSS 2016 Investors (A). Bain Capital Distressed and Special Situations 2016 Investors (F), L.P. (“DSS 2016 Investors (F)”), a Delaware limited partnership is the general partner of DSS 2016 (F). BCCM is the managing member of DSS 2016 Investors (F). Sankaty Credit Opportunities Investors IV, LLC (“COPS IV Investors”), a Delaware limited liability company, is the general partner of COPS IV. BCCM is the managing member of COPS IV Investors. BCC EnVen Investments GP (2013), LLC (“BCC EnVen GP 2013”), a Delaware limited liability company is the general partner of BCC EnVen 2013. Bain Capital Credit Member II, LLC (“BCCM II”) is the general partner of BCC EnVen GP 2013. BCC EnVen Investments GP (2016), LLC (“BCC EnVen GP 2016”), a Delaware limited liability company is the general partner of BCC EnVen 2016). BCCM is the general partner of BCC EnVen GP 2016. BCC EnVen Investments GP (S), LLC (“BCC EnVen GP (S)”), a Delaware limited liability company is the general partner of BCC EnVen (S). BCCM is the general partner of BCC EnVen GP (S). Mr. Jonathan Lavine is the Manager of BCCM. BCC has entered into an Investment Management Agreement with managed account clients pursuant to which it has authority to acquire, dispose of, and vote securities on behalf of such client. BCC disclaims beneficial ownership of the shares beneficially owned by such client.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 22, 2023, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-l(k)(l) under the Securities Exchange Act of 1934.
| CUSIP No. 87484T108 | 13G | Page 14 of 22 Pages |
| Item 2(b). | Address of the Principal Business Office or, if None, Residence: |
|
200 Clarendon Street Boston, Massachusetts 02116 |
| Item 2(c). | Citizenship: |
| See responses to Item 4 on each cover page. | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock | |
| Item 2(e). | CUSIP Number: |
| 87484T108 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
| Not Applicable. |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
See response to Item 9 on each cover page.
| (b) | Percent of Class: |
See response to Item 11 on each cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
BCCMA (E) directly holds 1,443,678 shares of Common Stock. PSERS directly holds 208,221 shares of Common Stock. DSS 2013 (AIV I)” directly holds 3,622,042 shares of Common Stock. DSS 2013 (B) directly holds 427,666 shares of Common Stock. DSS 2016 (A) directly holds 1,304,113 shares of Common Stock. DSS 2016 (F) directly holds 1,136,088 shares of Common Stock. COPS IV directly holds 1,134,142 shares of Common Stock. BCC EnVen 2016 directly holds 2,179,565 shares of Common Stock. BCC EnVen (S) directly holds 624,670 shares of Common Stock. With respect to the each of the foregoing entities, (the “BCCM Holders”), BCCM may be deemed to have voting and dispositive power of the aggregate 12,080,185 shares of Common Stock directly held by the BCCM Holders, which amount represents an aggregate of 9.56% of such class.
| CUSIP No. 87484T108 | 13G | Page 15 of 22 Pages |
BCC EnVen 2013 directly holds 2,887,357 shares of Common Stock. BCCM II may be deemed to have voting and dispositive power over 2,887,357 shares of Common Stock directly held by BCC EnVen 2013, which amount represents 2.28% of such class.
BCC serves as investment manager to various client accounts, and, in this capacity, has voting and dispositive power over 604,267 shares of Common Stock directly held in such managed accounts, which amount represents an aggregate of 0.48% of such class.
Each of BCCM, BCCM II and BCC (the “Investment Managers”) independently exercises investment discretion with respect to the above referenced securities for which they hold voting and dispositive power and there is no agreement or understanding among the Investment Managers to act together with respect to the securities under their discretion. As such, the filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, the filing of this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
| Item 5. | Ownership of Five Percent or Less of a Class. |
| Not Applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not Applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not Applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not Applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not Applicable. | |
| Item 10. | Certification. |
| By signing below, each of the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP No. 87484T108 | 13G | Page 16 of 22 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 22, 2023
| BAIN CAPITAL CREDIT MANAGED ACCOUNT (E), L.P. | ||
| By: | Bain Capital Credit Managed Account Investors (E), L.P., its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BAIN CAPITAL CREDIT MANAGED ACCOUNT (PSERS), L.P. | ||
| By: | Bain Capital Credit Managed Account Investors, LLC, its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (AIV I), L.P. | ||
| By: | Bain Capital Distressed and Special Situations 2013 Investors (A), L.P., its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (B), L.P. | ||
| By: | Bain Capital Distressed and Special Situations 2013 Investors (B), L.P., its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| CUSIP No. 87484T108 | 13G | Page 17 of 22 Pages |
| BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (A), L.P. | ||
| By: | Bain Capital Distressed and Special Situations 2016 Investors (A), L.P., its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (F), L.P. | ||
| By: | Bain Capital Distressed and Special Situations 2016 Investors (F), L.P., its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| SANKATY CREDIT OPPORTUNITIES IV, L.P. | ||
| By: | Sankaty Credit Opportunities Investors IV, LLC, its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BCC ENVEN INVESTMENTS (2016), L.P. | ||
| By: | BCC EnVen Investments GP (2016), LLC, its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| CUSIP No. 87484T108 | 13G | Page 18 of 22 Pages |
| BCC ENVEN INVESTMENTS (S), L.P. | ||
| By: | BCC EnVen Investments GP (S), LLC, its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BCC ENVEN INVESTMENTS (2013), L.P. | ||
| By: | BCC EnVen Investments GP (2013), LLC, its general partner | |
| By: | Bain Capital Credit Member II, LLC, its general partner | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BAIN CAPITAL CREDIT, LP | ||
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| CUSIP No. 87484T108 | 13G | Page 19 of 22 Pages |
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 22, 2023 |
| CUSIP No. 87484T108 | 13G | Page 20 of 22 Pages |
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock of Talos Energy, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
| BAIN CAPITAL CREDIT MANAGED ACCOUNT (E), L.P. | ||
| By: | Bain Capital Credit Managed Account Investors (E), L.P., its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BAIN CAPITAL CREDIT MANAGED ACCOUNT (PSERS), L.P. | ||
| By: | Bain Capital Credit Managed Account Investors, LLC, its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (AIV I), L.P. | ||
| By: | Bain Capital Distressed and Special Situations 2013 Investors (A), L.P., its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (B), L.P. | ||
| By: | Bain Capital Distressed and Special Situations 2013 Investors (B), L.P., its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| CUSIP No. 87484T108 | 13G | Page 21 of 22 Pages |
| BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (A), L.P. | ||
| By: | Bain Capital Distressed and Special Situations 2016 Investors (A), L.P., its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (F), L.P. | ||
| By: | Bain Capital Distressed and Special Situations 2016 Investors (F), L.P., its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| SANKATY CREDIT OPPORTUNITIES IV, L.P. | ||
| By: | Sankaty Credit Opportunities Investors IV, LLC, its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BCC ENVEN INVESTMENTS (2016), L.P. | ||
| By: | BCC EnVen Investments GP (2016), LLC, its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| CUSIP No. 87484T108 | 13G | Page 22 of 22 Pages |
| BCC ENVEN INVESTMENTS (S), L.P. | ||
| By: | BCC EnVen Investments GP (S), LLC, its general partner | |
| By: | Bain Capital Credit Member, LLC, its managing member | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BCC ENVEN INVESTMENTS (2013), L.P. | ||
| By: | BCC EnVen Investments GP (2013), LLC, its general partner | |
| By: | Bain Capital Credit Member II, LLC, its general partner | |
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |
| BAIN CAPITAL CREDIT, LP | ||
| By: | /s/ Michael Treisman | |
| Name: | Michael Treisman | |
| Title: | Partner and General Counsel | |