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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
TALOS ENERGY INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
87484T108 (CUSIP Number) |
Carlos Slim Helu Paseo De Las Palmas 781, Piso 3, Lomas De Chapultepec Ciudad De Mexico, O5, 11000 52 55 5625 4961 Kyle A. Harris, Esq. Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza New York, NY, 10006 (212) 225-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/16/2024 (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 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).
SCHEDULE 13D
|
| CUSIP No. | 87484T108 |
| 1 |
Name of reporting person
HELU CARLOS SLIM | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,545,604.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 179,961,333 Common Shares issued and outstanding as of November 5, 2024, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission (SEC) on November 12, 2024.
SCHEDULE 13D
|
| CUSIP No. | 87484T108 |
| 1 |
Name of reporting person
Carlos Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,545,604.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 179,961,333 Common Shares issued and outstanding as of November 5, 2024, as reported in the Issuers Form 10-Q filed with the SEC on November 12, 2024.
SCHEDULE 13D
|
| CUSIP No. | 87484T108 |
| 1 |
Name of reporting person
Marco Antonio Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,545,604.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 179,961,333 Common Shares issued and outstanding as of November 5, 2024, as reported in the Issuers Form 10-Q filed with the SEC on November 12, 2024.
SCHEDULE 13D
|
| CUSIP No. | 87484T108 |
| 1 |
Name of reporting person
Patrick Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,545,604.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 179,961,333 Common Shares issued and outstanding as of November 5, 2024, as reported in the Issuers Form 10-Q filed with the SEC on November 12, 2024.
SCHEDULE 13D
|
| CUSIP No. | 87484T108 |
| 1 |
Name of reporting person
Maria Soumaya Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,545,604.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 179,961,333 Common Shares issued and outstanding as of November 5, 2024, as reported in the Issuers Form 10-Q filed with the SEC on November 12, 2024.
SCHEDULE 13D
|
| CUSIP No. | 87484T108 |
| 1 |
Name of reporting person
Vanessa Paola Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,545,604.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 179,961,333 Common Shares issued and outstanding as of November 5, 2024, as reported in the Issuers Form 10-Q filed with the SEC on November 12, 2024.
SCHEDULE 13D
|
| CUSIP No. | 87484T108 |
| 1 |
Name of reporting person
Johanna Monique Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,545,604.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 179,961,333 Common Shares issued and outstanding as of November 5, 2024, as reported in the Issuers Form 10-Q filed with the SEC on November 12, 2024.
SCHEDULE 13D
|
| CUSIP No. | 87484T108 |
| 1 |
Name of reporting person
Control Empresarial de Capitales, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,545,604.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Percent beneficially owned is based on approximately 179,961,333 Common Shares issued and outstanding as of November 5, 2024, as reported in the Issuers Form 10-Q filed with the SEC on November 12, 2024.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
TALOS ENERGY INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
333 Clay Street, Suite 3300, Houston,
TEXAS
, 77002. | |
Item 1 Comment:
This Amendment No. 3 amends and supplements the Schedule 13D originally filed by the Reporting Persons on June 3, 2024, amended on August 9, 2024 and on September 5, 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 4. | Purpose of Transaction | |
This Amendment amends and supplements Item 4 of the Schedule 13D by inserting the following:
On December 16, 2024, the Issuer entered into a cooperation agreement (the "Cooperation Agreement") with Control Empresarial, pursuant to which Control Empresarial agreed that, during the term of the Cooperation Agreement, it would not (and it would ensure that any person or entity whose acquisition of voting securities of the Issuer would require the filing by Control Empresarial or its group of a Form 4 or a Schedule 13D, or an amendment thereto, does not) acquire, agree or seek to acquire or make any proposal or offer to acquire, or announce any intention to acquire, directly or indirectly, beneficially or otherwise, any voting securities of the Issuer (other than in connection with a stock split, stock dividend or similar corporate action initiated by the Issuer) if, immediately after such acquisition, Control Empresarial and the other members of its investor group, collectively, would, in the aggregate, beneficially own more than 25.00% of the outstanding shares of any class of voting securities of the Issuer. The Cooperation Agreement expires on December 16, 2025, but is subject to early termination upon the occurrence of certain events described in the Cooperation Agreement.
Except as set forth in this Item 4, the Reporting Person does not have any current plans or proposals which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Calculations of the percentage of the Common Shares beneficially owned are based on a total of approximately 179,961,333 Common Shares issued and outstanding as of November 5, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024. As of November 18, 2024, (i) Control Empresarial, directly or indirectly, owns 43,545,604 Common Shares (representing 24.2% 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 | |
| (b) | 43,545,604 Common Shares (representing 24.2% of the outstanding Common Shares) | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth under Item 4 of this Statement with respect to the Cooperation Agreement is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1. Cooperation Agreement, dated December 16, 2024, between Talos Energy Inc. and Control Empresarial de Capitales, S.A. de C.V. (incorporated by reference to Exhibit 10.1 to Issuers Current Report on Form 8-K filed with the Commission on December 17, 2024).
2. Schedule 1 - Transactions in Common Shares effected by the Reporting Persons. | ||
| 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.
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Comments accompanying signature:
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 America Movil, S.A.B. de C.V., are hereby incorporated herein by reference. |