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    SEC Form SC 13D filed by Tellurian Inc.

    7/30/24 10:49:41 AM ET
    $TELL
    Oil & Gas Production
    Energy
    Get the next $TELL alert in real time by email
    SC 13D 1 tm2420434d1_sc13d.htm SC 13D

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D. C. 20549

     

    SCHEDULE 13D

     

    Under the Securities Exchange Act of 1934

     

    (Amendment No.  )*

     

    Tellurian Inc.

     

     

    (Name of Issuer)

     

    Common Stock, par value $.01

     

     

    (Title of Class of Securities)

     

    87968A104

     

     

    (CUSIP Number of Class of Securities)

     

    David J. Snyderman

    Magnetar Capital LLC

    1603 Orrington Ave.

    Evanston, Illinois 60201

    (847) 905-4400

     

     

    (Name, Address and Telephone Number of Person Authorized
    to Receive Notices and Communications)

     

    July 24, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

     

    *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. 87968A104  SCHEDULE 13D Page 2 of 11

     

    1.

    NAME OF REPORTING PERSON:

     

    Magnetar Financial LLC

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)       ¨

    (b)       x

    3. SEC USE ONLY  
    4.

    SOURCE OF FUNDS

     

    OO  

    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)        ¨
    6. 

    CITIZENSHIP OR PLACE OF ORGANIZATION  

     

    Delaware  

    NUMBER OF
    SHARES

    BENEFICIALLY
    OWNED BY

    EACH REPORTING PERSON

    WITH

    7.

    SOLE VOTING POWER

    0

    8.

    SHARED VOTING POWER

    46,138,946

    9.

    SOLE DISPOSITIVE POWER

    0

    10.

    SHARED DISPOSITIVE POWER

    46,138,946

    11.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    46,138,946

    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
    13.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)

     

    5.15%

    14.

    TYPE OF REPORTING PERSON

     

    IA; OO

     

     

     

     

    CUSIP No. 87968A104  SCHEDULE 13D Page 3 of 11

     

    1.

    NAME OF REPORTING PERSON:

     

    Magnetar Capital Partners LP

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)       ¨

    (b)       x

    3. SEC USE ONLY  
    4.

    SOURCE OF FUNDS

     

    OO  

    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)        ¨
    6. 

    CITIZENSHIP OR PLACE OF ORGANIZATION  

     

    Delaware  

    NUMBER OF
    SHARES

    BENEFICIALLY
    OWNED BY

    EACH REPORTING PERSON

    WITH

    7.

    SOLE VOTING POWER

    0

    8.

    SHARED VOTING POWER

    46,138,946

    9.

    SOLE DISPOSITIVE POWER

    0

    10.

    SHARED DISPOSITIVE POWER

    46,138,946

    11.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    46,138,946

    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
    13.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)

     

    5.15%

    14.

    TYPE OF REPORTING PERSON

     

    HC; OO

     

     

     

     

     

     

    CUSIP No. 87968A104  SCHEDULE 13D Page 4 of 11

     

    1.

    NAME OF REPORTING PERSON:

     

    Supernova Management LLC

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)       ¨

    (b)       x

    3. SEC USE ONLY  
    4.

    SOURCE OF FUNDS

     

    OO  

    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)        ¨
    6. 

    CITIZENSHIP OR PLACE OF ORGANIZATION  

     

    Delaware  

    NUMBER OF
    SHARES

    BENEFICIALLY
    OWNED BY

    EACH REPORTING PERSON

    WITH

    7.

    SOLE VOTING POWER

    0

    8.

    SHARED VOTING POWER

    46,138,946

    9.

    SOLE DISPOSITIVE POWER

    0

    10.

    SHARED DISPOSITIVE POWER

    46,138,946

    11.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    46,138,946

    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
    13.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)

     

    5.15%

    14.

    TYPE OF REPORTING PERSON

     

    HC; OO

     

     

     

     

    CUSIP No. 87968A104  SCHEDULE 13D Page 5 of 11

     

    1.

    NAME OF REPORTING PERSON:

     

    David J. Snyderman

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     

     

    (a)       ¨

    (b)       x

    3. SEC USE ONLY  
    4.

    SOURCE OF FUNDS

     

    OO  

    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)        ¨
    6. 

    CITIZENSHIP OR PLACE OF ORGANIZATION  

     

    United States of America 

    NUMBER OF
    SHARES

    BENEFICIALLY
    OWNED BY

    EACH REPORTING PERSON

    WITH

    7.

    SOLE VOTING POWER

    0

    8.

    SHARED VOTING POWER

    46,138,946

    9.

    SOLE DISPOSITIVE POWER

    0

    10.

    SHARED DISPOSITIVE POWER

    46,138,946

    11.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    46,138,946

    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
    13.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)

     

    5.15%

    14.

    TYPE OF REPORTING PERSON

     

    HC; IN

     

     

     

     

    SCHEDULE 13D

     

    item 1.security and issuer

     

    This Schedule 13D (this “Statement”) relates to the Common Stock, $0.01 par value (the “Shares”), of TELLURIAN INC., a company incorporated in Delaware (the “Company”). The principal executive offices of the Company is 1201 Louisiana Street, Suite 3100 Houston, Texas 77002.

     

    Item 2.identity and background

     

    (a)            The persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and David J. Snyderman (“Mr. Snyderman”) (collectively, the “Reporting Persons”).

     

    This Statement relates to Shares held for the accounts of each of (i)  Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”), (ii) Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”), (iii) Magnetar Relative Value Master Fund Ltd, a Cayman Islands exempted company, (“Relative Value Master Fund”), collectively (the “Funds”).

     

    Magnetar Financial is a Securities and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman.

     

    (b)            The business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

     

    (c)            Each of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of Magnetar Capital Partners; and Mr. Snyderman is a citizen of the United States of America, manager of Supernova Management and Chief Executive Officer of Magnetar Financial.

     

    (d)            None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     

    (e)            None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     

     

     

     

    (f)            Magnetar Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is a Delaware limited liability company. Mr. Snyderman is a citizen of the United States of America.

     

    Item 3.source and amount of funds or other consideration

     

    The aggregate amount of funds used by the Reporting Persons in purchasing the 46,138,946 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, which may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $43,722,991.62 (excluding commissions and other execution-related costs).

     

    ITEM 4.PURPOSE OF TRANSACTION

     

    The Reporting Persons acquired the 46,138,946 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).

     

    Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect to any or all of the matters referred to in this Item 4.

     

    Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

     

    ITEM 5.INTEREST IN SECURITIES OF THE ISSUER

     

    The Company reported in their Merger Agreement filed July 22, 2024, 894,959,536 shares outstanding as of July 21, 2024.

     

    (a)            As of the close of business July 29, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 46,138,946 Shares, which consisted of (i) 33,567,203 Shares held for the benefit of PRA Master Fund and (ii)  10,459,602 Shares held for the benefit of Systematic Master Fund, and (iii) 2,112,141 Shares held for the benefit of Relative Value Master Fund, and all such Shares represented beneficial ownership of approximately 5.15% of the Shares.

     

    (b)            As of the close of business July 29, 2024, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 46,138,946 Shares, which consisted of (i) 33,567,203 Shares held for the benefit of PRA Master Fund, (ii) 10,459,602 Shares held for the benefit of Systematic Master Fund, and (iii) 2,112,141 Shares held for the benefit of Relative Value Master Fund, and all such Shares represented beneficial ownership of approximately 5.15% of the Shares.

     

     

     

     

    (c)            Except as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth on Schedule A were effected in open market transactions on the NYSE and various other trading markets.

     

    As disclosed by the Company in the 8-K filed with the SEC on July 22, 2024:

     

    Merger Agreement

     

    On July 21, 2024, Tellurian Inc. (“Tellurian” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Woodside Energy Holdings (NA) LLC, a Delaware limited liability company (“Parent”), and Woodside Energy (Transitory) Inc., a Delaware corporation (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Tellurian (the “Merger”), with Tellurian continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent.

     

    In connection with the entry into the Merger Agreement, Tellurian’s board of directors (the “Board”) unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders; (b) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (c) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (d) resolved to recommend approval and adoption of the Merger Agreement by its stockholders; and (e) directed that the Merger Agreement be submitted to the stockholders of the Company for its approval and adoption.

     

    (d)            No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.

     

    Item 6.contracts, arrangements, understandings or relationships with respect to the securities of the issuer

     

    Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, and any amendment or amendments hereto.

     

    Except as otherwise described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or any other person or entity.

     

     

     

     

    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.

     

    Dated: July 30, 2024

     

      magnetar financial llc
       
      By: Magnetar Capital Partners LP, its Sole Member
      By: Supernova Management LLC, its General Partner
       
      By: /s/ Hayley Stein
      Name: Hayley Stein
      Title: Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
       
      magnetar capital partners LP
       
      By: Supernova Management LLC, its General Partner
       
      By: /s/ Hayley Stein
      Name: Hayley Stein
      Title: Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
       
      supernova management llc
       
      By: /s/ Hayley Stein
      Name: Hayley Stein
      Title: Attorney-in-fact for David J. Snyderman, Manager
       
      DAVID J. SNYDERMAN
       
      By: /s/ Hayley Stein
      Name: Hayley Stein
      Title: Attorney-in-fact for David J. Snyderman

     

     

     

     

    SCHEDULE A

     

    Funds

     

    Date Number of Shares Bought Price Per Share($) (1)(2)
    7/22/2024 22,138,113 0.91500 (3)
    7/23/2024 15,368,175 0.94740 (4)
    7/24/2024 8,632,658 0.94851 (5)

     

    (1) Excludes commissions and other execution-related costs.

    (2) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.

    (3) Reflects a weighted average purchase price of $0.91500 per share, at prices ranging from $0.16 to $0.95 per share.

    (4) Reflects a weighted average purchase price of $0.94740 per share, at prices ranging from $0.94 to $0.95 per share.

    (5) Reflects a weighted average purchase price of $0.94851 per share, at prices ranging from $0.94 to $0.95 per share.

     

     

     

     

    EXHIBIT INDEX

     

    Exhibit No.   Description
         
    99.1   Joint Filing Agreement, dated as of July 30, 2024, among the Reporting Persons.
    99.2   Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on July 30, 2024.

     

     

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    • Woodside to Acquire Tellurian and Driftwood LNG

      Creates a global LNG powerhouse Attractive entry into scalable, fully permitted 27.6 million tonnes per annum (Mtpa) US LNG development option Significant cash generation potential to underpin long-term shareholder returns Woodside has entered into a definitive agreement to acquire all issued and outstanding common stock of Tellurian (NYSE:TELL) including its owned and operated US Gulf Coast Driftwood LNG development opportunity ("Driftwood LNG"). The consideration for the transaction is an all-cash payment of approximately $900 million, or $1.00 per share of outstanding Tellurian common stock. The implied enterprise value is approximately $1,200 million.1 This represents an att

      7/21/24 7:06:00 PM ET
      $TELL
      $WDS
      Oil & Gas Production
      Energy
    • Tellurian Reports Fourfold Increase in Natural Gas Production In 2022

      Tellurian Inc. (Tellurian or the Company) (NYSE:TELL) ended the fourth quarter of 2022 with the first phase of Driftwood LNG under construction, and $474.2 million of cash and cash equivalents. Tellurian also increased natural gas production fourfold to approximately 225 million cubic feet per day (MMcfd) in the fourth quarter of 2022 as compared to approximately 55 MMcfd in the fourth quarter of 2021. Tellurian also had the following significant accomplishments in 2022: Issued a limited notice to proceed to Bechtel Energy, Inc. and began construction of phase one of Driftwood LNG Completed the acquisition of natural gas assets of approximately 5,000 net acres and 44 producing wells P

      2/22/23 7:23:00 AM ET
      $TELL
      Oil & Gas Production
      Energy
    • Ignacio Galán, CEO of World’s Number One Wind Company, Iberdrola, on Electrifying Economies; Welcoming Competition with Oil and Gas Players; Versatile Applications of Green Hydrogen and the U.S. Being the Company’s “Core Country”

      WASHINGTON--(BUSINESS WIRE)--In the latest edition of CERAWeek Conversations, Ignacio S. Galán, chairman and CEO of Iberdrola—the world’s number one producer of wind power—says he is “more than delighted” with the growing competition in the renewable energy space from traditional oil and gas players and that the opportunities to electrify economies means that “there is room for everybody.” In a conversation with Daniel Yergin, vice chairman, IHS Markit (NYSE: INFO), Galán discusses Iberdrola’s pioneering role in wind technology, despite skepticism from regulators, investors and competitors; innovative approaches to the energy transition; the multifunctional applications of green

      12/3/20 11:00:00 AM ET
      $INFO
      $TELL
      Oil & Gas Production
      Energy
    • Tortoise Capital Announces Tortoise Decarbonization Infrastructure Index Constituent Changes Due to Corporate Action

      OVERLAND PARK, KS / ACCESSWIRE / October 8, 2024 / Tortoise Capital today announced that Tellurian Inc (NYSE:TELL) will be removed from the Tortoise Decarbonization Infrastructure Indexsm (DCRBN) as a result of its announced acquisition by Woodside Energy Group LTD. As a result, TELL will be removed from the Index when the market opens on Oct. 10, 2024.Special rebalancing is not required for DCRBN. TELL will be removed, and its weight distributed pro rata to remaining Index constituents.About Tortoise Index Solutions (TIS)TIS provides research-driven indices that can be used as a realistic basis for exchange-traded products and thought leadership in the universe of essential assets. Its indi

      10/8/24 4:05:00 PM ET
      $TELL
      $TPZ
      Oil & Gas Production
      Energy
      Investment Managers
      Finance
    • Tellurian Announces Approval of Merger Agreement Proposal

      Tellurian Inc. ("Tellurian") (NYSE:TELL) today announced that its stockholders have approved the Merger Agreement Proposal, as defined in Tellurian's proxy statement, filed with the Securities and Exchange Commission (the "SEC") on August 27, 2024, for its Special Meeting of Stockholders. About Tellurian Inc. Tellurian aims to generate shareholder value by establishing a competitive LNG enterprise, effectively supplying natural gas to customers worldwide. Headquartered in Houston, Texas, Tellurian is actively developing Driftwood LNG, an approximately 27.6 mtpa LNG export facility and associated pipeline network. Tellurian is publicly traded on the NYSE American under the symbol "TELL". F

      10/4/24 9:09:00 AM ET
      $TELL
      Oil & Gas Production
      Energy
    • Woodside to Acquire Tellurian and Driftwood LNG

      Creates a global LNG powerhouse Attractive entry into scalable, fully permitted 27.6 million tonnes per annum (Mtpa) US LNG development option Significant cash generation potential to underpin long-term shareholder returns Woodside has entered into a definitive agreement to acquire all issued and outstanding common stock of Tellurian (NYSE:TELL) including its owned and operated US Gulf Coast Driftwood LNG development opportunity ("Driftwood LNG"). The consideration for the transaction is an all-cash payment of approximately $900 million, or $1.00 per share of outstanding Tellurian common stock. The implied enterprise value is approximately $1,200 million.1 This represents an att

      7/21/24 7:06:00 PM ET
      $TELL
      $WDS
      Oil & Gas Production
      Energy