UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On January 21, 2020, Tellurian Inc., a Delaware corporation (the “Company”), entered into an Amended and Restated Distribution Agency Agreement (the “A&R Distribution Agreement”) with Credit Suisse Securities (USA) LLC (“Credit Suisse”). The A&R Distribution Agreement amends, restates and supersedes, and has terms substantially similar to those of, the Distribution Agency Agreement, dated as of March 15, 2017, between the Company and Credit Suisse (the “Prior Distribution Agreement”). The parties entered into the A&R Distribution Agreement because the Prior Distribution Agreement was linked to the Company’s shelf registration on Form S-3ASR (File No. 333-216011), which was nearing expiration and was replaced by the Company’s shelf registration statement on Form S-3ASR (File No. 333-235793) filed with the Securities and Exchange Commission (the “SEC”) on January 3, 2020. The Company filed a prospectus supplement, dated January 21, 2020, with the SEC in connection with the offering of shares of the Company’s common stock pursuant to the A&R Distribution Agreement.
The foregoing description of the A&R Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the A&R Distribution Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The legal opinion of Davis Graham & Stubbs LLP relating to the legality of the shares of common stock being offered pursuant to the A&R Distribution Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Davis Graham & Stubbs LLP | |
| 23.1 | Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
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.
| TELLURIAN INC. | ||
| By: | /s/ Antoine J. Lafargue | |
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Name: Title: |
Antoine J. Lafargue Senior Vice President and Chief Financial Officer | |
Date: January 21, 2020