SecProbe.io

February 13, 2020
Timothy S. Duncan
Chief Executive Officer and President
Talos Energy Inc.
Three Allen Center
333 Clay Street, Suite 3300
Houston, TX 77002
Re:Talos Energy Inc.
Information Statement on Form PREM14C
Filed January 30, 2020
File No. 001-38497
Dear Mr. Duncan:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Information Statement on Form PREM14C filed January 30, 2020
The Transactions, page 20
1.Please revise to disclose the financial projections and assumptions underlying the financial
projections used by Guggenheim Securities in connection with its fairness opinion.
Opinion of Guggenheim Securities, LLC
Summary of Financial Analyses, page 28
2.Please revise to disclose the data underlying the results described in each analysis
prepared by Guggenheim Securities and to show how that information resulted in the
multiples and/or values disclosed.  For example, disclose the criteria used to select the
companies and transactions for the Selected Publicly Traded Companies and Selected

 FirstName LastNameTimothy S.  Duncan
 Comapany NameTalos Energy Inc.
 February 13, 2020 Page 2
 FirstName LastName
Timothy S.  Duncan
Talos Energy Inc.
February 13, 2020
Page 2
Precedent Merger and Acquisition Transaction Analyses, whether any companies and
transactions that met the criteria were excluded and, if so, the rationale for such exclusion,
and the trading and financial metrics for each company and precedent merger and
acquisition transaction.
3.Please revise to explain in greater detail the weighted average cost of capital calculations
and the range of discount rates underlying the discounted cash flow analyses on pages 32
and 35.  In addition, please expand your disclosure to discuss the key assumptions used in
your analyses.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her
absence, Karina Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ramey Lane