Correspondence 0001193125-24-159694 from Tamboran Resources Corp (TBN)
Tamboran Resources Corp
Date: June 12, 2024 · CIK: 0001997652 · Accession: 0001193125-24-159694
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-279119
Letter
300 Colorado Street, Suite 2400
Austin, TX 78701
Tel: +1.737.910.7300 Fax: +1.737.910.7301
www.lw.com
FIRM / AFFILIATE OFFICES
Austin
Milan
Beijing
Munich
Boston
New York
Brussels
Orange County
Century City
Paris
Chicago
Riyadh
June 12, 2024
Dubai
San Diego
Düsseldorf
San Francisco
Frankfurt
Seoul
Hamburg
Silicon Valley
Hong Kong
Singapore
Houston
Tel Aviv
VIA EDGAR
London
Tokyo
Los Angeles
Washington, D.C.
U.S. Securities and Exchange Commission
Madrid
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attention: Myra Moosariparambil, Raj Rajan, Sandra Wall
John Hodgin, Cheryl Brown and Timothy Levenberg
Re: Tamboran Resources Corporation
Registration Statement on Form S-1
File No. 333-279119
CIK No.: 0001997652
Ladies and Gentlemen:
Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, Tamboran Resources Corporation (the “Company,” “we,” “us” or “our”) hereby confidentially submits (the “Submission”) its currently expected offering terms of the initial public offering (the “Offering”) of common stock (the “Common Stock”), including, among other things, the bona fide price range pursuant to Item 501(b)(3) of Regulation S-K, the number of shares of Common Stock to be offered, the estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Common Stock to be outstanding after the Offering. The Company expects that these pricing terms and other items will be included in a future amendment to the Registration Statement on Form S-1, File No. 333-279119 (the “Registration Statement”).
The Offering terms included in the Submission are based on bona fide estimates of the range of the minimum and maximum offering price and the maximum number of shares of Common Stock to be offered as of June 11, 2024. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.
The Company proposes to price the Offering with a bona fide price range of $24.00 to $28.00 per share of Common Stock, with a midpoint of $26.00 per share of Common Stock. In the Offering, the Company proposes to sell up to 6,500,000 shares of Common Stock. The Company also proposes to grant the underwriters a 30-day option to purchase up to an additional 975,000 shares of Common Stock to cover over-allotments. As discussed with members of the Staff, this range and the additional information included in the Submission are initially being provided for your consideration by correspondence due to the Company’s and the underwriters’ concern regarding providing such information in advance of the launch of the Offering given recent market volatility, as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis.
June 12, 2024
Page
The Company is enclosing its proposed marked copy of those pages of the Registration Statement that will be affected by the offering terms set forth herein. We expect that these marked changes will be incorporated into a future amendment to the Registration Statement. The Company seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.
**********
If you have any questions regarding the foregoing Submission or the Registration Statement, please do not hesitate to contact me by telephone at (713) 546-7416 or by email at michael.chambers@lw.com.
Very truly yours,
Michael Chambers
Show Raw Text
CORRESP 1 filename1.htm CORRESP 300 Colorado Street, Suite 2400 Austin, TX 78701 Tel: +1.737.910.7300 Fax: +1.737.910.7301 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh June 12, 2024 Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv VIA EDGAR London Tokyo Los Angeles Washington, D.C. U.S. Securities and Exchange Commission Madrid Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Myra Moosariparambil, Raj Rajan, Sandra Wall John Hodgin, Cheryl Brown and Timothy Levenberg Re: Tamboran Resources Corporation Registration Statement on Form S-1 File No. 333-279119 CIK No.: 0001997652 Ladies and Gentlemen: Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, Tamboran Resources Corporation (the “Company,” “we,” “us” or “our”) hereby confidentially submits (the “Submission”) its currently expected offering terms of the initial public offering (the “Offering”) of common stock (the “Common Stock”), including, among other things, the bona fide price range pursuant to Item 501(b)(3) of Regulation S-K, the number of shares of Common Stock to be offered, the estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Common Stock to be outstanding after the Offering. The Company expects that these pricing terms and other items will be included in a future amendment to the Registration Statement on Form S-1, File No. 333-279119 (the “Registration Statement”). The Offering terms included in the Submission are based on bona fide estimates of the range of the minimum and maximum offering price and the maximum number of shares of Common Stock to be offered as of June 11, 2024. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease. The Company proposes to price the Offering with a bona fide price range of $24.00 to $28.00 per share of Common Stock, with a midpoint of $26.00 per share of Common Stock. In the Offering, the Company proposes to sell up to 6,500,000 shares of Common Stock. The Company also proposes to grant the underwriters a 30-day option to purchase up to an additional 975,000 shares of Common Stock to cover over-allotments. As discussed with members of the Staff, this range and the additional information included in the Submission are initially being provided for your consideration by correspondence due to the Company’s and the underwriters’ concern regarding providing such information in advance of the launch of the Offering given recent market volatility, as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis. June 12, 2024 Page 2 The Company is enclosing its proposed marked copy of those pages of the Registration Statement that will be affected by the offering terms set forth herein. We expect that these marked changes will be incorporated into a future amendment to the Registration Statement. The Company seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement. ********** If you have any questions regarding the foregoing Submission or the Registration Statement, please do not hesitate to contact me by telephone at (713) 546-7416 or by email at michael.chambers@lw.com. Very truly yours, Michael Chambers of LATHAM & WATKINS LLP Enclosure cc: Joel Riddle, Chief Executive Officer of Tamboran Resources Corporation Eric Dyer, Chief Financial Officer of Tamboran Resources Corporation David Miller, Latham & Watkins LLP Trevor Lavelle, Clifford Chance US LLP Andrew S. Epstein, Clifford Chance US LLP