SC 13G/A 1 ea192734-13ga2bain_talos.htm AMENDMENT NO. 2 TO SCHEDULE 13G

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

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

TALOS ENERGY INC.
(Name of Issuer)

Common Stock

(Title of Class of Securities)

87484T108

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

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).

1.	Names of Reporting Persons BAIN CAPITAL CREDIT MANAGED ACCOUNT (E), L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,437,872
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,437,872

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,437,872
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 0.78%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

Calculated assuming an aggregate 183,380,361 shares of common stock (“Common Shares”) outstanding based upon (i) 178,880,361 Common Shares outstanding as of January 19, 2024, as reported in the Issuer’s prospectus filed January 19, 2024 (the “Prospectus”) and (ii) an additional 4,500,000 Common Shares issued upon exercise of the underwriter’s overallotment option, as reported in the Issuer’s Form 8-K filed January 22, 2024 (the “Form 8-K”).

1.	Names of Reporting Persons BAIN CAPITAL CREDIT MANAGED ACCOUNT (PSERS), L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 207,382
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 207,382

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 207,382
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 0.11%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

Calculated assuming an aggregate 183,380,361 Common Shares outstanding based upon (i) 178,880,361 Common Shares outstanding as of January 19, 2024, as reported in the Prospectus, and (ii) an additional 4,500,000 Common Shares issued upon exercise of the underwriter’s overallotment option, as reported in the Form 8-K.

1.	Names of Reporting Persons BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (AIV I), L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 3,607,477
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 3,607,477

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,607,477
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 1.98%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

1.	Names of Reporting Persons BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (B), L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 425,945
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 425,945

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 425,945
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 0.23%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

1.	Names of Reporting Persons BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (A), L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,298,868
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,298,868

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,298,868
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 0.71%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

1.	Names of Reporting Persons BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (F), L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,131,518
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,131,518

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,131,518
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 0.62%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

1.	Names of Reporting Persons SANKATY CREDIT OPPORTUNITIES IV, L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,129,580
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,129,580

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,580
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 0.62%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

1.	Names of Reporting Persons BCC EnVen Investments (2016), L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 2,170,800
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,170,800

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,170,800
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 1.18%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

1.	Names of Reporting Persons BCC EnVen Investments (S), L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 382,157
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 382,157

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 382,157
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 0.21%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

1.	Names of Reporting Persons BCC EnVen Investments (2013), L.P.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 2,875,746
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,875,746

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,875,746
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 1.57%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

1.	Names of Reporting Persons Bain Capital Credit, LP
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization DE

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 453,027
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 453,027

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 453,027
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 0.25%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

(1)

Item 1(a).	Name of Issuer

	TALOS ENERGY INC. (the “Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices

333 CLAY STREET, SUITE 3300

HOUSTON, TX, 77002

Item 2(a).

Names of Persons Filing

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

1. Bain Capital Credit Managed Account Investors (E), L.P. (“BCCMA (E)”)

2. Bain Capital Credit Managed Account Investors (PSERS), L.P. (“PSERS”)

3. Bain Capital Distressed & Special Situations 2013 (AIV I), L.P. (“DSS 2013 (AIV I)”)

4. Bain Capital Distressed & Special Situations 2013 (B), L.P. (“DSS 2013 (B)”)

5. Bain Capital Distressed & Special Situations 2016 (A), L.P. (“DSS 2016 (A)”)

6. Bain Capital Distressed & Special Situations 2016 (F), L.P. (“DSS 2016 (F)”)

7. Sankaty Credit Opportunities IV, L.P. (“COPS IV”)

8. BCC EnVen Investments (2016), L.P. (“BCC EnVen 2016”)

9. BCC EnVen Investments (S), L.P. (“BCC EnVen (S)”)

10. BCC EnVen Investments (2013), L.P. (“BCC EnVen 2013”)

11. Bain Capital Credit, LP (“BCC”)

Bain Capital Credit Managed Account Investors (E), L.P. (“BCCMAI (E)”), a Delaware limited partnership, is the general partner of BCCMA (E). Bain Capital Credit Member, LLC (“BCCM”), is the managing member of BCCMAI (E). Bain Capital Credit Managed Account Investors, LLC (“BCCMAI”), a Delaware limited liability company, is the general partner of PSERS. BCCM is the managing member of BCCMAI. Bain Capital Distressed and Special Situations 2013 Investors (A), L.P. (“DSS 2013 Investors (A)”), a Delaware limited partnership, is the general partner of DSS 2013 (AIV I)”). BCCM, is the managing member of DSS 2013 Investors (A). Bain Capital Distressed and Special Situations 2013 Investors (B), L.P. (“DSS 2013 Investors (B)”), a Delaware limited partnership, is the general partner of DSS 2013 (B)”). BCCM, is the managing member of DSS 2013 Investors (B). Bain Capital Distressed and Special Situations 2016 Investors (A), L.P. (“DSS 2016 Investors (A)”), a Delaware limited partnership is the general partner of DSS 2016 (A). BCCM is the managing member of DSS 2016 Investors (A). Bain Capital Distressed and Special Situations 2016 Investors (F), L.P. (“DSS 2016 Investors (F)”), a Delaware limited partnership is the general partner of DSS 2016 (F). BCCM is the managing member of DSS 2016 Investors (F). Sankaty Credit Opportunities Investors IV, LLC (“COPS IV Investors”), a Delaware limited liability company, is the general partner of COPS IV. BCCM is the managing member of COPS IV Investors. BCC EnVen Investments GP (2013), LLC (“BCC EnVen GP 2013”), a Delaware limited liability company is the general partner of BCC EnVen 2013. Bain Capital Credit Member II, LLC (“BCCM II”) is the general partner of BCC EnVen GP 2013. BCC EnVen Investments GP (2016), LLC (“BCC EnVen GP 2016”), a Delaware limited liability company is the general partner of BCC EnVen 2016). BCCM is the general partner of BCC EnVen GP 2016. BCC EnVen Investments GP (S), LLC (“BCC EnVen GP (S)”), a Delaware limited liability company is the general partner of BCC EnVen (S). BCCM is the general partner of BCC EnVen GP (S). Mr. Jonathan Lavine is the Manager of BCCM. BCC has entered into an Investment Management Agreement with managed account clients pursuant to which it has authority to acquire, dispose of, and vote securities on behalf of such client. BCC disclaims beneficial ownership of the shares beneficially owned by such client.

Item 2(b).

Address of the Principal Business Office, or if None, Residence

200 Clarendon Street

Boston, Massachusetts 02116

Item 2(c).	Citizenship

	See responses to Item 4 on each cover page.

Item 2(d).	Title of Class of Securities

	Common Stock

Item 2(e).	CUSIP Number

	87484T108

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):

	Not Applicable.

Item 4.

Ownership

(a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)

Percent of Class:

See responses to Item 11 on each cover page.

(c)

Number of shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

BCCMA (E) directly holds 1,437,872 Common Shares. PSERS directly holds 207,382 Common Shares. DSS 2013 (AIV I) directly holds 3,607,477 Common Shares. DSS 2013 (B) directly holds 425,945 Common Shares. DSS 2016 (A) directly holds 1,298,868 Common Shares. DSS 2016 (F) directly holds 1,131,518 Common Shares. COPS IV directly holds 1,129,580 Common Shares. BCC EnVen 2016 directly holds 2,170,800 Common Shares. BCC EnVen (S) directly holds 382,157 Common Shares. With respect to the each of the foregoing entities, (the “BCCM Holders”), BCCM may be deemed to have voting and dispositive power of the aggregate 11,791,599 Common Shares directly held by the BCCM Holders, which amount represents an aggregate of 6.43% of such class.

BCC EnVen 2013 directly holds 2,875,746 Common Shares. BCCM II may be deemed to have voting and dispositive power over 2,875,746 Common Shares directly held by BCC EnVen 2013, which amount represents 1.57% of such class.

BCC serves as investment manager to various client accounts, and, in this capacity, has voting and dispositive power over 453,027 Common Shares directly held in such managed accounts, which amount represents an aggregate of 0.25% of such class.

Each of BCCM, BCCM II and BCC (the “Investment Managers”) independently exercises investment discretion with respect to the above referenced securities for which they hold voting and dispositive power and there is no agreement or understanding among the Investment Managers to act together with respect to the securities under their discretion. As such, the filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, the filing of this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	Not Applicable.

Item 9.	Notice of Dissolution of Group

	Not Applicable.

Item 10.	Certification

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.

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: February 12, 2024

	BAIN CAPITAL CREDIT MANAGED ACCOUNT (E), L.P.

	By:	Bain Capital Credit Managed Account Investors (E), L.P., its general partner

	By:	Bain Capital Credit Member, LLC, its managing member

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

	BAIN CAPITAL CREDIT MANAGED ACCOUNT (PSERS), L.P.

	By:	Bain Capital Credit Managed Account Investors, LLC, its general partner

	By:	Bain Capital Credit Member, LLC, its managing member

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

	BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (AIV I), L.P.

	By:	Bain Capital Distressed and Special Situations 2013 Investors (A), L.P., its general partner

	By:	Bain Capital Credit Member, LLC, its managing member

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

	BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (B), L.P.

	By:	Bain Capital Distressed and Special Situations 2013 Investors (B), L.P., its general partner

	By:	Bain Capital Credit Member, LLC, its managing member

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

	BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (A), L.P.

	By:	Bain Capital Distressed and Special Situations 2016 Investors (A), L.P., its general partner

	By:	Bain Capital Credit Member, LLC, its managing member

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

	BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (F), L.P.

	By:	Bain Capital Distressed and Special Situations 2016 Investors (F), L.P., its general partner

	By:	Bain Capital Credit Member, LLC, its managing member

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

	SANKATY CREDIT OPPORTUNITIES IV, L.P.

	By:	Sankaty Credit Opportunities Investors IV, LLC, its general partner

	By:	Bain Capital Credit Member, LLC, its managing member

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

	BCC ENVEN INVESTMENTS (2016), L.P.

	By:	BCC EnVen Investments GP (2016), LLC, its general partner

	By:	Bain Capital Credit Member, LLC, its managing member

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

	BCC ENVEN INVESTMENTS (S), L.P.

	By:	BCC EnVen Investments GP (S), LLC, its general partner

	By:	Bain Capital Credit Member, LLC, its managing member

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

	BCC ENVEN INVESTMENTS (2013), L.P.

	By:	BCC EnVen Investments GP (2013), LLC, its general partner

	By:	Bain Capital Credit Member II, LLC, its general partner

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

	BAIN CAPITAL CREDIT, LP

	By:	/s/ Michael Treisman
	Name:	Michael Treisman
	Title:	Partner and General Counsel

EXHIBIT LIST

Exhibit A

Joint Filing Agreement, dated as of February 22, 2023 (incorporated by reference to the Reporting Persons’ 13G filed on February 22, 2023).

SEC Form SC 13G/A filed by Talos Energy Inc. (Amendment)