SEC Form SC 13D filed by Talos Energy Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934*

 

Talos Energy Inc.

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Common Stock, par value $0.01 per share

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87484T108

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333 Clay Street, Suite 3300

Houston, Texas

(713) 328-3000

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With copies to:

Jorge U. Juantorena, Esq.

Kyle A. Harris, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

May 30, 2024

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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).

 

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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
			37,672,904 Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,672,904 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,672,904 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)
	20.5% of the total Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 183,919,349 Common Shares issued and outstanding as of April 29, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 7, 2024.

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
			37,672,904 Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,672,904 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,672,904 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)
	20.5% of the total Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 183,919,349 Common Shares issued and outstanding as of April 29, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on May 7, 2024.

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
			37,672,904 Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,672,904 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,672,904 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)
	20.5% of the total Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 183,919,349 Common Shares issued and outstanding as of April 29, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on May 7, 2024.

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
			37,672,904 Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,672,904 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,672,904 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)
	20.5% of the total Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 183,919,349 Common Shares issued and outstanding as of April 29, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on May 7, 2024.

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
			37,672,904 Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,672,904 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,672,904 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)
	20.5% of the total Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 183,919,349 Common Shares issued and outstanding as of April 29, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on May 7, 2024.

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
			37,672,904 Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,672,904 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,672,904 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)
	20.5% of the total Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 183,919,349 Common Shares issued and outstanding as of April 29, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on May 7, 2024.

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
			37,672,904 Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,672,904 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,672,904 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)
	20.5% of the total Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based on approximately 183,919,349 Common Shares issued and outstanding as of April 29, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on May 7, 2024.

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
			37,672,904 Common Shares
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			37,672,904 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,672,904 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)
	20.5% of the total Common Shares outstanding(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, CO

(1) Based on approximately 183,919,349 Common Shares issued and outstanding as of April 29, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on May 7, 2024.

 

This Schedule 13D (the “Schedule 13D”) is being filed jointly by the Reporting Persons (as defined in Item 2 herein). This Schedule 13D constitutes an initial Schedule 13D filing on behalf of each of the Reporting Persons 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”). The Common Shares beneficially owned by the Reporting Persons were previously reported on a Schedule 13G filed by the Reporting Persons on March 7, 2024. This Schedule 13D is being filed pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) solely because the Reporting Persons’ aggregate beneficial ownership has exceeded 20% of the outstanding Common Shares.

 

The principal executive offices of the Issuer are located at 333 Clay Street, Suite 3300, Houston, Texas.

Item 2.

 

 

 

 

Paseo de las Palmas 736

Colonia Lomas de Chapultepec

11000 Ciudad de México, México

 

Paseo de las Palmas 781

Piso 3, Lomas de Chapultepec, Sección III

Miguel Hidalgo, Ciudad de México, México, 11000

 

 

 

On May 30, 2024, Control Empresarial purchased 1,400,000 Common Shares at an aggregate purchase price of $16,030,000.00, thereby increasing its holdings in the Issuer from 36,272,904 Common Shares to 37,672,904 Common Shares, which amounted to more than 20% of the Common Shares issued and outstanding as of such date (see Item 5). The Common Shares purchased by Control Empresarial were acquired using the working capital of Control Empresarial.

 

 

The Reporting Persons acquired the Common Shares described in Item 3 above for investment purposes and did not acquire such Common Shares with the purpose, or with the effect, of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position, results and strategic direction, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments and other investment opportunities, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. Such actions by the Reporting Persons may include, without limitation, increasing or decreasing their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Common Shares and/or other equity, debt or other securities, in each case in the open market, in privately negotiated transactions or otherwise; entering into derivative or other instruments that are based upon or relate to the value of securities of the Issuer; engaging in discussions with the Issuer’s board of directors and/or management team; and taking other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act) or formulating and implementing plans or proposals with respect to any of the foregoing.

 

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.

 

 

(a) — (b) Calculations of the percentage of the Common Shares beneficially owned are based on a total of approximately 183,919,349 Common Shares issued and outstanding as of April 29, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on May 7, 2024. As of June 3, 2024, (i) Control Empresarial, directly or indirectly, owns 37,672,904 Common Shares (representing 20.5% 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.

Not applicable.

 

Not applicable.

 

 

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: June 3, 2024

* 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.

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.