Item 1.01 Entry Into a Material Definitive Agreement.
On January 21, 2020, Tellurian Inc., a Delaware corporation (the "Company"),
entered into an Amended and Restated Distribution Agency Agreement (the "A&R
Distribution Agreement") with Credit Suisse Securities (USA) LLC ("Credit
Suisse"). The A&R Distribution Agreement amends, restates and supersedes, and
has terms substantially similar to those of, the Distribution Agency Agreement,
dated as of March 15, 2017, between the Company and Credit Suisse (the "Prior
Distribution Agreement"). The parties entered into the A&R Distribution
Agreement because the Prior Distribution Agreement was linked to the Company's
shelf registration on Form S-3ASR (File No. 333-216011), which was nearing
expiration and was replaced by the Company's shelf registration statement on
Form S-3ASR (File No. 333-235793) filed with the Securities and Exchange
Commission (the "SEC") on January 3, 2020. The Company filed a prospectus
supplement, dated January 21, 2020, with the SEC in connection with the offering
of shares of the Company's common stock pursuant to the A&R Distribution
Agreement.
The foregoing description of the A&R Distribution Agreement is not complete and
is qualified in its entirety by reference to the full text of the A&R
Distribution Agreement, a copy of which will be filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2019. The legal opinion of Davis Graham & Stubbs LLP relating to the legality of
the shares of common stock being offered pursuant to the A&R Distribution
Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
5.1 Opinion of Davis Graham & Stubbs LLP
23.1 Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)
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