Amendment: SEC Form SC 13D/A filed by Talos Energy Inc.

9/5/24 8:44:05 PM ET

$TALO

Oil & Gas Production

Energy

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SC 13D/A 1 ef20035560_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

Talos Energy Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

87484T108

(CUSIP Number)

Paseo De Las Palmas 781, Piso 3

Lomas De Chapultepec

Ciudad De Mexico, Mexico 11000

(52) 55 5625 4961

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With copies to:

Jorge U. Juantorena, Esq.

Kyle A. Harris, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

September 4, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 87484T108

SC13D

Page 2 of 12

1	NAMES OF REPORTING PERSONS
	Carlos Slim Helú

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			42,858,904 Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			42,858,904 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,858,904 Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.8% of the total Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 180,153,856 Common Shares issued and outstanding as of July 31, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 8, 2024.

CUSIP No. 87484T108

SC13D

Page 3 of 12

1	NAMES OF REPORTING PERSONS
	Carlos Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			42,858,904 Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			42,858,904 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,858,904 Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.8% of the total Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 180,153,856 Common Shares issued and outstanding as of July 31, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 8, 2024.

CUSIP No. 87484T108

SC13D

Page 4 of 12

1	NAMES OF REPORTING PERSONS
	Marco Antonio Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			42,858,904 Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			42,858,904 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,858,904 Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.8% of the total Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 180,153,856 Common Shares issued and outstanding as of July 31, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 8, 2024.

CUSIP No. 87484T108

SC13D

Page 5 of 12

1	NAMES OF REPORTING PERSONS
	Patrick Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			42,858,904 Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			42,858,904 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,858,904 Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.8% of the total Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 180,153,856 Common Shares issued and outstanding as of July 31, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 8, 2024.

CUSIP No. 87484T108

SC13D

Page 6 of 12

1	NAMES OF REPORTING PERSONS
	María Soumaya Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			42,858,904 Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			42,858,904 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,858,904 Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.8% of the total Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 180,153,856 Common Shares issued and outstanding as of July 31, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 8, 2024.

CUSIP No. 87484T108

SC13D

Page 7 of 12

1	NAMES OF REPORTING PERSONS
	Vanessa Paola Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			42,858,904 Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			42,858,904 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,858,904 Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.8% of the total Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 180,153,856 Common Shares issued and outstanding as of July 31, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 8, 2024.

CUSIP No. 87484T108

SC13D

Page 8 of 12

1	NAMES OF REPORTING PERSONS
	Johanna Monique Slim Domit

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			42,858,904 Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			42,858,904 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,858,904 Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.8% of the total Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 180,153,856 Common Shares issued and outstanding as of July 31, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 8, 2024.

CUSIP No. 87484T108

SC13D

Page 9 of 12

1	NAMES OF REPORTING PERSONS
	Control Empresarial de Capitales, S.A. de C.V.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			42,858,904 Common Shares

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			42,858,904 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,858,904 Common Shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.8% of the total Common Shares outstanding⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, CO

(1) Based on approximately 180,153,856 Common Shares issued and outstanding as of July 31, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 8, 2024.

CUSIP No. 87484T108

SC13D

Page 10 of 12

Item 1.

Security and Issuer

This Amendment No. 2 amends and supplements the Schedule 13D originally filed by the Reporting Persons on June 3, 2024 and amended on August 9, 2024 (the “Schedule 13D”) with respect to the common stock, with par value of $0.01 per share (the “Common Shares”), of Talos Energy Inc., a corporation incorporated under the laws of Delaware (the “Issuer”). This Schedule 13D is being filed pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

This Amendment amends and supplements Item 3 of the Schedule 13D by inserting the following:

From August 9, 2024 to September 5, 2024, Control Empresarial purchased 2,720,000 Common Shares of the Issuer for approximately $30 million using the working capital of Control Empresarial.

Item 5.

Interest in Securities of the Issuer

This Amendment amends and restates Item 5 of the Schedule 13D in its entirety as set forth below:

(a) — (b) Calculations of the percentage of the Common Shares beneficially owned are based on a total of approximately 180,153,856 Common Shares issued and outstanding as of July 31, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on August 8, 2024. As of September 5, 2024, (i) Control Empresarial, directly or indirectly, owns 42,858,904 Common Shares (representing 23.8% of the outstanding Common Shares) and (ii) the Slim Family, which are beneficiaries of a Mexican trust that owns all of the issued and outstanding voting equity securities of Control Empresarial, may be deemed to beneficially own indirectly the Common Shares beneficially owned directly by Control Empresarial.

(c) All transactions in Common Shares effected by the Reporting Persons during the period beginning 60 days prior to the event which requires the filing of this statement are listed in Schedule 1 hereto and incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

CUSIP No. 87484T108

SC13D

Page 11 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 5, 2024


Carlos Slim Helú

Carlos Slim Domit	By:	/s/ Marco Antonio Slim Domit
		Marco Antonio Slim Domit
Marco Antonio Slim Domit		Attorney-in-Fact*
		September 5, 2024
Patrick Slim Domit

María Soumaya Slim Domit

Vanessa Paola Slim Domit

Johanna Monique Slim Domit

CONTROL EMPRESARIAL DE CAPITALES S.A. DE C.V.

By: Víctor Manuel Gutierrez Lopez
Title: Attorney-in-Fact

* See the Powers of Attorney for the members of the Slim Family and Control Empresarial, which are filed as exhibits to the Schedule 13D/A filed by the Slim Family and Control Empresarial with the SEC on February 3, 2022 in connection with their beneficial ownership of American Depositary Shares, each representing 20 Series L Shares of América Móvil, S.A.B. de C.V., are hereby incorporated herein by reference.

CUSIP No. 87484T108

SC13D

Page 12 of 12

Schedule 1

For the period beginning 60 days prior to the event which requires the filing of this statement, the Reporting Persons set forth below effected the following transactions in Common Shares on the New York Stock Exchange. The prices below reflect the price paid by the purchasers per Common Share on the relevant trade date.

Reporting Person	Type of Transaction	Trade Date	Number of Shares	Price per Share
Control Empresarial	Purchase	09/03/2024	547,000	$10.9238 (1)
Control Empresarial	Purchase	09/04/2024	1,850,000	$11.1199 (2)
Control Empresarial	Purchase	09/05/2024	323,000	$10.8439 (3)

1. Weighted average price. These shares were sold in multiple transactions at prices ranging from $10.6450 to $11.00 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (1).

2. Weighted average price. These shares were sold in multiple transactions at prices ranging from $11.03 to $11.20 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (2).

3. Weighted average price. These shares were sold in multiple transactions at prices ranging from $10.735 to $10.9799 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (3).

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Date	Price Target	Rating	Analyst
9/19/2024	$16.00	Outperform	Mizuho
7/22/2024	$14.00	Buy	Goldman
3/22/2024	$16.50	Buy	Citigroup
11/21/2023	$24.00	Buy	Canaccord Genuity
4/25/2023	$21.00	Overweight	Stephens
3/23/2023	$18.00	Overweight	KeyBanc Capital Markets
10/20/2022	$27.00	Buy	Stifel
7/20/2022	$23.00	Buy	MKM Partners

Amendment: SEC Form SC 13D/A filed by Talos Energy Inc.

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Amendment: SEC Form SC 13G/A filed by Talos Energy Inc.