(to Prospectus dated April 28, 2020)
8.25% Senior Notes due 2028
Tellurian Inc. has entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., or the Agent, under which we may offer and sell, from time to time, up to an aggregate principal amount of $200,000,000 of our 8.25% Senior Notes due 2028 (the “Notes”) to or through the Agent, as principal or agent, as described in this prospectus supplement and the accompanying prospectus. The Notes offered hereby are additional notes issued under the indenture (as defined herein) pursuant to which we previously issued $56,500,000 aggregate principal amount of Notes on November 10, 2021 and December 7, 2021 (the “Initial Notes”). The Notes will have the same terms as (except for the price to public, the issue date and, if applicable, the initial interest accrual date and the initial interest payment date), form a single series of debt securities with and have the same CUSIP number and be fungible with, the Initial Notes immediately upon issuance, including for purposes of notices, consents, waivers, amendments and any other action permitted under the indenture. Unless otherwise indicated or required by the context, references herein to the “Notes” will not include the Initial Notes.
Interest on the Notes will be paid quarterly in arrears on January 31, April 30, July 31 and October 31 of each year and at maturity. Interest on the Notes will accrue from the most recent interest payment date immediately preceding the respective dates of issuance of the Notes, except that Notes purchased after the applicable record date, but prior to the interest payment date immediately following such record date (or if settlement of a purchase of Notes otherwise occurs after such record date but prior to the interest payment date immediately following such record date), will not begin to accrue interest until the interest payment date immediately following such record date. The purchase price to be paid by the purchaser of any Note (i) will reflect the market price of the Notes at the time of sale and (ii) may be partially attributable to interest that accrued on such Note from the most recent interest payment date to the issue date of such Note, or pre-issuance accrued interest. The Notes will mature on November 30, 2028. We may redeem the Notes for cash in whole or in part at any time at our option (i) on or after November 30, 2023 and prior to November 30, 2024, at a price equal to $25.75 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after November 30, 2024 and prior to November 30, 2025, at a price equal to $25.50 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, (iii) on or after November 30, 2025 and prior to November 30, 2026, at a price equal to $25.25 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iv) on or after November 30, 2026 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, we may redeem the Notes, in whole or in part, at any time before November 30, 2023 at a redemption price equal to 100% of the principal amount of the Notes plus an applicable make-whole premium set forth in this prospectus supplement. See “Description of the Notes — Optional Redemption.” The purchase price to be paid by purchasers of the Notes (which may be greater or less than $25) will in part reflect the market price for the Notes at the time of issuance, but the Notes will be issued in denominations of $25 and in integral multiples thereof.
The Notes will be our senior unsecured obligations and will rank equal in right of payment with all of our existing and future senior unsecured and unsubordinated indebtedness. The Notes will be effectively subordinated in right of payment to all of our existing and future secured indebtedness, and the Notes will be structurally subordinated to all existing and future indebtedness (including trade payables) of our subsidiaries.
The Initial Notes are, and the Notes when issued will be, traded on the NYSE American under the symbol “TELZ.” The last reported sale price of the Notes on the NYSE American on December 16, 2021 was $24.95 per Note. The Notes are expected to trade “flat,” which means that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the Notes that is not reflected in the trading price.
The securities to which this prospectus supplement and the accompanying prospectus relate will be offered and sold through the Agent over a period of time and from time to time by any method permitted by law. The Agent is not required to sell any specific aggregate principal amount of Notes, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and us. Under the Sales Agreement, the Agent will be entitled to compensation of up to 3.0% of the gross sales price of all Notes sold through it as our agent. In connection with the sale of the Notes on our behalf, the Agent will be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended, and the compensation of the Agent will be deemed to be underwriting commissions or discounts. The amount of net proceeds we will receive from this offering, if any, will depend upon the actual aggregate principal amount of Notes sold and the market price at which such Notes are sold. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and net proceeds to us, if any, are not determinable at this time. There is no arrangement to place proceeds of the offering in escrow, trust or similar arrangement. See “Plan of Distribution.”
Investing in our Notes involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement and in the documents we incorporate by reference into this prospectus supplement to read about important facts you should consider before buying our Notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
B. Riley Securities
Prospectus Supplement dated December 17, 2021