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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):           September 21, 2019



Tellurian Inc.

(Exact name of registrant as specified in its charter)



Delaware 001-5507 06-0842255
(State or other jurisdiction of
(Commission File Number) (I.R.S. Employer
Identification No.)


1201 Louisiana Street, Suite 3100, Houston, TX   77002
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code:        (832) 962-4000



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.01 per share   TELL   Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


Emerging growth company  ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨







Item 7.01Regulation FD Disclosure.


On September 21, 2019, Tellurian Inc. (the “Company”) posted a business update presentation to its website, www.tellurianinc.com. A copy of the presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


The information in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 8.01Other Events.


On September 21, 2019, the Company issued a press release announcing that it and Petronet LNG Limited INDIA (“Petronet”) have entered into a Memorandum of Understanding (the “MOU”) regarding a potential investment by Petronet in the Company’s Driftwood project and related purchase of up to five (5) million tonnes per annum of liquefied natural gas from the Driftwood project. The MOU contemplates that the parties will enter into definitive agreements relating to the transactions by March 31, 2020. The Company currently plans to commence construction of the Driftwood project in 2020.


This Current Report on Form 8-K contains forward-looking statements within the meaning of U.S. federal securities laws regarding the completion of definitive agreements as contemplated by the MOU and the commencement of construction of the Driftwood project. These statements are subject to a number of known and unknown risks, which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements. These risks include the matters discussed in Item 1A of Part I of the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and other Company filings with the Securities and Exchange Commission, all of which are incorporated by reference herein. There can be no assurance that Petronet’s potential equity investment in the Driftwood project, or the potential LNG purchase agreement, will be completed. The commencement of construction of the Driftwood project is subject to the completion of financing arrangements that may not be completed within the planned time frame or at all. The forward-looking statements herein speak as of the date hereof. Although the Company may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so except as required by securities laws.


Item 9.01Financial Statements and Exhibits.


    (d)       Exhibits.


99.1 Tellurian Business Update, dated September 2019
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL







Pursuant 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.


  By: /s/ Antoine J. Lafargue
  Name: Antoine J. Lafargue
  Title: Senior Vice President and
    Chief Financial Officer


Date: September 23, 2019