SUBSEQUENT EVENTS |
12 Months Ended |
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Dec. 31, 2023 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS |
NOTE 19 — SUBSEQUENT EVENTS
Amendments to Replacement Notes Indentures
January Amendments
On January 2, 2024, we amended the supplemental indentures governing the Replacement Notes and issued approximately 47.8 million shares of common stock to the holder of the Replacement Notes to repay approximately $37.9 million of the outstanding principal amount of the notes plus accrued interest of approximately $7.5 million (the “January Transaction”). As part of the January Transaction, the minimum cash balance of $50.0 million was reduced to $40.0 million for the limited period set forth in such indentures and the Company’s liquidity threshold of $250.0 million was reduced to $212.1 million.
February Amendments
On February 22, 2024, we closed an additional transaction (the “February Transaction”) with the holder of the Replacement Notes. The quarterly cash interest payment due, and any stock shortfall payment owed, on April 1, 2024 in respect of the Replacement Notes will be added to the aggregate principal amounts of the applicable notes and we issued all shares due to the holder with respect to the Share Coupon, subject to certain lockup provisions and anti-shorting restrictions. The Company is required to use its reasonable best efforts to sell its upstream natural gas exploration and production assets and to use the
proceeds from such sale to repay amounts due under the Senior Notes. The Company’s minimum cash balance was reduced as set forth in the supplemental indentures.
The Convertible Notes conversion price is now approximately $1.05 per share, with the number of shares of common stock of the Company issuable upon conversion limited to approximately 42.7 million. The remaining principal amount of the Convertible Notes will remain outstanding as a non-convertible instrument. The Convertible Notes, including the non-convertible component of those notes are required to be paid monthly over a period of 10 months beginning on January 1, 2025. The right of the holder of the Convertible Notes to cause the Company to redeem those notes on or after October 1, 2024 as a result of a failure to satisfy a liquidity threshold has been eliminated.
Tellurian Investments LLC, a wholly owned subsidiary of the Company, provided a non-recourse pledge of all of its equity interests in the principal properties of the Company comprising the Driftwood Project and a certain intercompany note to secure the obligations under the indentures governing the Replacement Notes. Upon repayment in full of the Senior Notes, substantially all collateral securing the Convertible Notes will be released.
At-the-Market Equity Offering Program
Subsequent to December 31, 2023, and through the date of this filing, we issued approximately 29.6 million shares of our common stock under our at-the-market equity offering program for net proceeds of approximately $17.8 million. As of the date of this filing, we have availability to raise aggregate gross sales proceeds of approximately $366.1 million under this at-the-market equity offering program.
Announcement to explore the sale of upstream natural gas assets
As part of Management’s Plans to alleviate substantial doubt, on February 6, 2024, we announced our intention to explore the sale of the Company’s upstream natural gas assets. The carrying value of our upstream natural gas assets are disclosed in Note 4, Property, Plant and Equipment.
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