Annual report pursuant to Section 13 and 15(d)

Merger and Acquisition (Tables)

v3.8.0.1
Merger and Acquisition (Tables)
 12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Schedule of Total Consideration Exchanged
The total consideration exchanged was as follows (in thousands, except share and per-share amounts):
Number of shares of Magellan common stock outstanding (1)
 
5,985,042

 
Price per share of Magellan common stock (2)
 
$
14.21

 
Aggregate value of Tellurian common stock issued
 
 
$
85,048

Fair value of stock options (3)
 
 
2,821

Net purchase consideration to be allocated
 
 
$
87,869

 
 
 
 
 
(1) The number of shares of Magellan common stock issued and outstanding as of February 9, 2017.
(2) The closing price of Magellan common stock on the NASDAQ on February 9, 2017.
(3) The estimated fair value of Magellan stock options for pre-Merger services rendered.
Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed in Transaction
The purchase price allocation to assets acquired and liabilities assumed in the Merger was as follows (in thousands):
Fair Value of Assets Acquired:
 
 
Cash
 
$
56

Securities available-for-sale
 
1,111

Other current assets
 
93

Unproved properties
 
13,000

Wells in progress
 
332

Land, buildings and equipment, net
 
67

Other long-term assets
 
19

Total assets acquired
 
14,678

Fair Value of Liabilities Assumed:
 
 
Accounts payable and other liabilities
 
4,393

Notes payable
 
8

Total liabilities assumed
 
4,401

Total net assets acquired
 
10,277

Goodwill as a result of the Merger
 
$
77,592

Schedule of Unaudited Pro Forma Results
The following table provides unaudited pro forma results for the year ended December 31, 2017, and 2016, as if the Merger occurred and Parallax Services had been acquired as of January 1, 2016 (in thousands, except per-share amounts):
 
 
Year Ended December 31,
 
 
2017
 
2016
Pro forma net loss
 
$
(235,201
)
 
$
(100,734
)
Pro forma net loss per basic share
 
$
(1.24
)
 
$
(0.98
)
Pro forma basic and diluted weighted average common shares outstanding
 
189,246

 
102,281