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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2020

ILX and Castex

Business Acquisition [Line Items]

Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on February 28, 2020 (in thousands):

Current assets(1)		$	11,060
Property and equipment			496,835
Other long-term assets			148
Current liabilities			(16,520	)
Other long-term liabilities			(32,201	)
Allocated purchase price		$	459,322

⁽¹⁾ Includes trade and other receivables of $8.2 million, which the Company expects all to be realizable.

Summary of Purchase Price

The following table summarizes the purchase price (in thousands except share and per share data):

Talos Conversion Stock			11,000,000
Talos common stock price per share(1)		$	14.20
Conversion Stock value		$	156,200
Cash consideration		$	385,000
Customary closing and post-closing adjustments			(81,878	)
Net cash consideration		$	303,122
Total purchase price		$	459,322

⁽¹⁾ Represents the closing price of the Company’s common stock on February 28, 2020, the date of the closing of the ILX and Castex Acquisition. The purchase price was based on the value of the Conversion Stock as the value approximates the value of the Preferred Shares as a result of the automatic conversion and dividend rights described in that certain Certificate of Designation, Preferences, Rights and Limitations.

Summary of Revenue and Net Income Attributable to Assets Acquired

The following table presents revenue and net income attributable to the assets acquired in the ILX and Castex Acquisition for the year ended December 31, 2020:

		Year Ended December 31, 2020
Revenue		$	126,857
Net loss		$	(6,011	)

Supplemental Proforma Information

The following supplemental pro forma financial information (in thousands, except per common share amounts), presents the consolidated results of operations for the years ended December 31, 2020 and 2019 as if the ILX and Castex Acquisition had occurred on January 1, 2019. The unaudited pro forma information was derived from historical statements of operations of the Company and the Sellers adjusted to (i) include depletion expense applied to the adjusted basis of the oil and natural gas properties acquired, (ii) include interest expense to reflect borrowings under the Bank Credit Facility, (iii) eliminate the write-down of oil and natural gas properties on the assets acquired to reflect the pro-forma ceiling test calculation and (iv) include weighted average basic and diluted shares of common stock outstanding, which was calculated assuming the 11.0 million shares of Conversion Stock were issued to the Sellers. This information does not purport to be indicative of results of operations that would have occurred had the ILX and Castex Acquisition occurred on January 1, 2019, nor is such information indicative of any expected future results of operations.

		Year Ended December 31,
		2020				2019
Revenue		$	634,921			$	1,246,391
Net income (loss)		$	(449,988	)		$	148,091
Basic net income (loss) per common share		$	(6.48	)		$	2.27
Diluted net income (loss) per common share		$	(6.48	)		$	2.26

Stone Energy Corporation

Business Acquisition [Line Items]

Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table presents the final allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values on May 10, 2018 (in thousands):

Current assets(1)		$	372,963
Property and equipment			886,406
Other long-term assets			19,494
Current liabilities			(132,846	)
Long-term debt			(235,416	)
Other long-term liabilities			(178,637	)
Allocated purchase price		$	731,964

⁽¹⁾ Includes $293.0 million of cash acquired. The fair values of current assets acquired includes trade receivables and joint interest receivables of $43.3 million and $3.5 million, respectively, which the Company expects all to be realizable.

Summary of Purchase Price

The following table summarizes the purchase price (in thousands, except per share data):

Stone Energy common stock - issued and outstanding as of May 9, 2018			20,038
Stone Energy common stock price		$	35.49
Common stock value		$	711,149
Stone Energy common stock warrants - issued and outstanding as of May 9, 2018			3,528
Stone Energy common stock warrants price		$	5.90
Common stock warrants value		$	20,815
Total purchase price		$	731,964

Summary of Revenue and Net Income Attributable to Assets Acquired

The follow table presents revenue and net income attributable to the assets acquired in the Stone Combination for the years ended December 31, 2020, 2019 and 2018:

		Year Ended December 31,
		2020				2019				2018
Revenue		$	187,211				414,056				332,944
Net income (loss)		$	(1,232	)			187,428				148,473

Supplemental Proforma Information

The following supplemental pro forma information (in thousands, except per common share amounts), presents the consolidated results of operations for the year ended December 31, 2018 as if the Stone Combination had occurred on January 1, 2018. The unaudited pro forma information was derived from historical statements of operations of the Company and Stone and adjusted to include (i) depletion and accretion expense applied to the adjusted basis of the oil and natural gas properties acquired, (ii) interest expense to reflect the debt transactions contemplated by the Exchange Agreement and (iii) general and administrative expense adjusted for transaction related costs incurred. This information does not purport to be indicative of results of operations that would have occurred had the Stone Combination occurred on January 1, 2018, nor is such information indicative of any expected future results of operations.

		Year Ended December 31, 2018
Revenue		$	1,013,184
Net income		$	274,577
Basic net income per common share		$	5.07
Diluted net income per common share		$	5.07

LLOG Acquisition

Business Acquisition [Line Items]

Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed, based on their relative fair values, on November 16, 2020 (in thousands):

Property and equipment		$	17,421
Asset retirement obligations			(4,234	)
Allocated purchase price		$	13,187

Castex 2005 Acquisition

Business Acquisition [Line Items]

Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed, based on their relative fair values, on August 5, 2020 (in thousands):

Property and equipment		$	46,626
Asset retirement obligations			(3,320	)
Allocated purchase price		$	43,306

Summary of Purchase Price

The following table summarizes the purchase price, inclusive of customary closing adjustments (in thousands except share and per share data):

Talos common stock			4,602,460
Talos common stock price per share(1)		$	7.69
Talos common stock value		$	35,393
Cash consideration		$	6,500
Transaction cost		$	1,413
Total purchase price		$	43,306

⁽¹⁾ Represents the closing price of the Company’s common stock on August 5, 2020, the date of the closing of the Castex Energy 2005 Acquisition.

Gunflint Acquisition

Business Acquisition [Line Items]

Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed, based on their relative fair values, on January 11, 2019 (in thousands):

Property and equipment		$	28,912
Asset retirement obligations			(996	)
Allocated purchase price		$	27,916

Whistler Energy II, LLC

Business Acquisition [Line Items]

Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed

The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed, based on their relative fair values, on August 31, 2018 (in thousands):

Current assets(1)		$	45,337
Property and equipment			35,344
Other long-term assets			66
Current liabilities			(4,261	)
Asset retirement obligations			(23,862	)
Allocated purchase price		$	52,624

⁽¹⁾ Includes $37.8 million of cash acquired and trade receivables of $3.2 million, which the Company expects all to be realizable.

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