SEC Comment Letter 0000000000-22-013570 to TALOS ENERGY INC. (TALO) (CIK 0001724965) (TALO)
TALOS ENERGY INC. (TALO) (CIK 0001724965)
Date: Dec. 16, 2022 · CIK: 0001724965 · Accession: 0000000000-22-013570
AI Filing Summary & Sentiment
File numbers found in text: 001-38497
Letter
United States securities and exchange commission logo December 16, 2022 Shannon E. Young III Executive Vice President and Chief Financial Officer Talos Energy Inc. 333 Clay Street, Suite 3300 Houston, Texas 77002 Re:Talos Energy Inc. Form 10-K for Fiscal Year Ended December 31, 2021 Form 8-K filed November 3, 2022 File No. 001-38497 Dear Shannon E. Young III: We have reviewed your December 5, 2022 response to our comment letter and have the following 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 22, 2022 letter. Response Dated December 5, 2022 Form 10-K for Fiscal Year Ended December 31, 2021 Risk Factors We are a holding company that has no material assets other than our ownership of the equity interests of Talos Production Inc., page 60 1.Your response to prior comment 1 states that you have disclosed the extent and nature of restrictions on the ability of your subsidiaries to transfer funds to the parent on pages F- 23 and F-24 of your Form 10-K. However, it appears that you should provide disclosure consistent with Rule 4-08(e) of Regulation S-X. For example, the disclosure on page F-23 refers to certain limitations on the Company and its subsidiaries without distinction, and it does not appear that you have disclosed separately the amounts of restricted net assets for unconsolidated subsidiaries and consolidated subsidiaries as required by Rule 4-
FirstName LastNameShannon E. Young III Comapany NameTalos Energy Inc. December 16, 2022 Page 2 FirstName LastName Shannon E. Young III Talos Energy Inc. December 16, 2022 Page 2 08(e)(3)(ii) of Regulation S-X. In addition, it appears that the disclosures per Rules 5- 04(c) Schedule I and 12-04 of Regulation S-X should be provided.
Form 8-K filed November 3, 2022, page x 2.As noted in prior comment 10, it appears your presentation of the non-GAAP measure Free Cash Flow should be renamed as it is not consistent with the typical calculation of this measure. Please revise your presentation accordingly. You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Ethan Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the financial statements and related matters. Please contact John Hodgin, Petroleum Engineer, at 202-551-3699 if you have questions regarding the engineering comments. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
December 16, 2022
Shannon E. Young III
Executive Vice President and Chief Financial Officer
Talos Energy Inc.
333 Clay Street, Suite 3300
Houston, Texas 77002
Re:Talos Energy Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Form 8-K filed November 3, 2022
File No. 001-38497
Dear Shannon E. Young III:
We have reviewed your December 5, 2022 response to our comment letter and have the
following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
November 22, 2022 letter.
Response Dated December 5, 2022
Form 10-K for Fiscal Year Ended December 31, 2021
Risk Factors
We are a holding company that has no material assets other than our ownership of the equity
interests of Talos Production Inc., page 60
1.Your response to prior comment 1 states that you have disclosed the extent and nature of
restrictions on the ability of your subsidiaries to transfer funds to the parent on pages F-
23 and F-24 of your Form 10-K. However, it appears that you should provide disclosure
consistent with Rule 4-08(e) of Regulation S-X. For example, the disclosure on page F-23
refers to certain limitations on the Company and its subsidiaries without distinction, and it
does not appear that you have disclosed separately the amounts of restricted net assets for
unconsolidated subsidiaries and consolidated subsidiaries as required by Rule 4-
FirstName LastNameShannon E. Young III
Comapany NameTalos Energy Inc.
December 16, 2022 Page 2
FirstName LastName
Shannon E. Young III
Talos Energy Inc.
December 16, 2022
Page 2
08(e)(3)(ii) of Regulation S-X. In addition, it appears that the disclosures per Rules 5-
04(c) Schedule I and 12-04 of Regulation S-X should be provided.
Form 8-K filed November 3, 2022, page x
2.As noted in prior comment 10, it appears your presentation of the non-GAAP measure
Free Cash Flow should be renamed as it is not consistent with the typical calculation of
this measure. Please revise your presentation accordingly.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Ethan
Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments
on the financial statements and related matters. Please contact John Hodgin, Petroleum Engineer,
at 202-551-3699 if you have questions regarding the engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation