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
| Date of Report (Date of earliest event reported): |
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | ( |
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 7.01 | Regulation 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 8.01 | Other 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Tellurian Business Update, dated September 2019 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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 | |
| Name: | Antoine J. Lafargue | |
| Title: | Senior Vice President and | |
| Chief Financial Officer | ||
Date: September 23, 2019