Tellurian Stock: Complete Guide to the $1.2 Billion Woodside Takeover

What Happened to TELL Stock: The Deal That Changed Everything

On July 21, 2024, energy sector investors witnessed a pivotal moment when Tellurian Inc. agreed to be acquired by Woodside Energy for $1.00 per common share in cash. This transaction, valued at approximately $1.2 billion including assumed debt, fundamentally altered the trajectory of TELL stock and left shareholders with critical decisions about their holdings. By October 8, 2024, when the deal officially closed, Tellurian transformed from a speculative LNG developer into a wholly owned subsidiary of a major international energy player.

For retail and institutional investors who held Tellurian shares, understanding what transpired requires examining the deal mechanics, the immediate market response, and the precise methods for confirming cash distributions across all security classes.

The Company Before the Deal: A High-Risk, High-Potential Profile

Tellurian Inc. built its reputation around the Driftwood LNG project, an ambitious liquefied natural gas export terminal planned for Louisiana’s Gulf Coast. Headquartered in Houston, the company operated as a capital-intensive project developer with significant financing and execution risk.

The stock trading characteristics reflected this profile: TELL traded at modest absolute price levels with substantial volatility typical of early-stage energy ventures. Daily liquidity remained relatively thin compared to major oil and gas producers, frequently producing wide intraday swings whenever corporate announcements surfaced. In the 52 weeks preceding the acquisition reveal, TELL’s market capitalization ranked significantly below established energy corporations, while outstanding derivatives, preferred securities, and senior notes created a complex capital structure that would ultimately affect investor recoveries.

This combination of factors—limited funding pathways, multi-year development timelines, and speculative project risk—set the stage for strategic alternatives including potential partnerships, asset sales, or acquisition scenarios.

The Woodside Agreement: Deal Structure and Rationale

Tellurian and Woodside Energy finalized their definitive merger agreement on July 21, 2024. The terms reflected a pragmatic approach to addressing funding constraints: Woodside committed to acquiring all Tellurian common shares at $1.00 per share cash consideration, with the complete transaction reflecting an enterprise value of roughly $1.2 billion when factoring in assumed debt obligations.

Both boards unanimously endorsed the arrangement. For Tellurian’s leadership, the deal provided:

• Certainty of value delivery to shareholders facing extended funding challenges
• Elimination of prolonged dilution through successive capital raises in volatile markets
• Access to Woodside’s balance sheet, project execution experience, and established relationships with LNG offtakers and financiers

Woodside’s strategic perspective centered on acquiring an attractive Gulf Coast LNG asset while accelerating its geographic expansion into U.S. export capacity. The Australian energy giant viewed the Driftwood project as a valuable addition to its global LNG portfolio, particularly given potential synergies from Woodside’s development track record and financing networks.

Market’s Immediate Response: The 65% Jump

Financial markets reacted dramatically to the acquisition announcement. On July 22, 2024, TELL stock experienced a pronounced intraday surge of approximately 65% on exceptionally heavy trading volume. This sharp appreciation reflected investor relief at receiving a fixed cash price, which priced in a material premium to the pre-announcement trading levels that had characterized recent sessions.

Related securities moved in tandem. Holders of preferred shares, warrants, and senior notes tracked the merger dynamics as they calculated how each instrument would be treated under the acquisition mechanics. Financial media coverage emphasized this stark contrast: a stock that had traded at depressed levels suddenly offered certainty through the guaranteed $1.00 cash consideration.

Transaction Mechanics: How Each Security Class Was Treated

The merger agreement and the October 8, 2024 Form 8-K filing detailed specific treatment for different investor groups:

Common Shareholders: Each outstanding common share was cancelled and converted into $1.00 cash payment. The mechanics operated through standard settlement channels: shares held in brokerage accounts processed through broker systems, while certificated shareholders worked directly with the transfer agent for payment distribution.

Preferred Share Holders: Treatment varied by series. The merger agreement specified conversion amounts for different preferred classes, while some series required additional approvals or separate settlement procedures. The proxy materials identified exact per-share cash amounts for each series.

Employee Equity Awards: Stock options, restricted stock awards (RSAs), and restricted stock units (RSUs) received individualized treatment based on vesting status and plan provisions. Most awards were either cashed out at prescribed values, accelerated with concurrent cancellation, or substituted with alternative instruments consistent with the merger terms.

Warrant and Derivative Holders: Outstanding warrants followed contractual settlement provisions outlined in the merger documentation. In-the-money warrants received cash consideration, while out-of-the-money instruments were cancelled per specified procedures. Warrant agents notified holders regarding settlement amounts and payment timelines.

Debt and Note Holders: The reported enterprise value incorporated assumed liabilities. Woodside assumed certain debt obligations or arranged for repayment, with indenture trustees distributing notices to noteholders explaining redemption, assumption, or cash settlement mechanics. The merger documents and SEC filings clarified each liability’s treatment.

Regulatory Path to Closing: Shareholder Vote and Clearances

The transaction required customary regulatory approvals and shareholder authorization. Tellurian filed comprehensive proxy materials detailing merger terms, board rationale, and voting recommendations with the U.S. Securities and Exchange Commission. Registered shareholders voted to approve the acquisition and related corporate actions.

Regulatory clearances proceeded through Hart-Scott-Rodino (HSR) review and applicable energy sector jurisdictional assessments. The companies disclosed waiting periods and any required waivers in their SEC submissions. All closing conditions were ultimately satisfied following shareholder approval and completion of mandatory regulatory reviews.

October 8, 2024: The Transaction Closes

When the transaction officially closed on October 8, 2024, several simultaneous events occurred:

All outstanding Tellurian common shares were cancelled and converted into cash at $1.00 per share. Cash distribution proceeded through established channels: brokerage accounts received credits within standard settlement periods, while direct shareholders contacted the transfer agent for payment instructions.

Tellurian commenced delisting procedures from its public exchange, transitioning to wholly owned subsidiary status under Woodside Energy. The company’s management structure and operational decision-making authority transferred to Woodside’s control, including oversight of the Driftwood LNG project.

Notices to debt holders, warrant holders, and other security holders were distributed describing the specific redemption amounts, cash settlement mechanics, and required procedural steps. The Form 8-K filing provided authoritative documentation of all closing mechanics and conversion calculations.

Investment Outcomes by Holder Type

For Common Shareholders: The $1.00 per share cash consideration represented their acquisition consideration. While some commentators debated whether this price fully captured Driftwood’s development potential, shareholders received the negotiated certainty value determined by both boards and regulatory approvers.

For Preferred Holders: Individual series received their specified cash conversion amounts. Some holders benefited from premium pricing relative to recent market valuations, while others experienced conversion mechanics requiring additional processing steps outlined in merger documents.

For Option and Award Recipients: Employees received cash payouts for vested awards, while unvested positions followed plan-specific treatment as detailed in proxy materials. Executive change-of-control provisions were honored per merger terms.

For Warrant Holders: Cash settlements proceeded for in-the-money instruments, while holders of out-of-the-money warrants experienced cancellation with zero recovery.

For Note Holders and Creditors: Woodside assumed specified debt obligations, ensuring continuity of repayment schedules. Senior lien structures generally remained intact, with indenture trustees confirming treatment with affected creditors.

For Employees: Woodside outlined retention plans and integration staffing intentions. Change-of-control provisions for certain executives were honored consistent with merger terms, while severance and retention arrangements were detailed in proxy and post-closing filings where required.

Strategic and Financial Implications

The acquisition repositioned Driftwood LNG from a developer with constrained funding options into the portfolio of a globally significant LNG producer. This transition addressed a fundamental challenge: the project required substantial capital commitments and offtake agreements that Tellurian, operating independently, would have struggled to secure.

Woodside’s balance sheet and established marketing relationships with international LNG customers provided the project with significantly enhanced development prospects. The $1.00 per share consideration, while modest in absolute terms, reflected the negotiated outcome balancing Tellurian’s funding pressures against Woodside’s acquisition price expectations.

Analysts noted that successful project advancement depended on Woodside’s ability to secure project financing and execute long-term offtake commitments. Conversely, some market observers questioned whether the transaction price fully reflected upside potential had Tellurian independently reached final investment decisions.

Critical Timeline: Seven Months That Transformed TELL Stock

• July 21, 2024 — Tellurian and Woodside Energy announced the definitive acquisition agreement. Woodside committed to acquiring all common shares at $1.00 cash per share, with the transaction reflecting approximately $1.2 billion enterprise value including assumed debt.

• July 22, 2024 — Stock markets reacted with a single-session gain of roughly 65% on elevated volume as investors processed the fixed cash consideration and premium to recent trading prices.

• Late July through September 2024 — Proxy materials were filed with the SEC, shareholder meetings were scheduled, and regulatory clearance processes proceeded under applicable frameworks.

• October 8, 2024 — The transaction officially closed. Tellurian filed its Form 8-K confirming cash conversion mechanics, common share cancellations, and transition to wholly owned subsidiary status under Woodside Energy.

• Post-Close October 2024 Forward — Delisting notices and security holder notices were distributed. Cash distribution and payment processes executed through established broker, transfer agent, and indenture trustee channels.

How to Confirm Your Cash Payments and Holdings Status

If you were a TELL shareholder or held related securities, follow these verification steps:

Check Your Brokerage Statement: Most brokers posted cash proceeds within the standard settlement period. Review your account history for the $1.00 per share deposit. If shares were held in street name, your broker managed the entire payout process.

Contact the Transfer Agent: Shareholders who held physical certificates or direct registration shares needed to contact the transfer agent for payment instructions. The agent provided written confirmation of settlement.

Review SEC Filings: The October 8, 2024 Form 8-K details all closing mechanics and settlement procedures for every security class. The proxy statement outlined specific treatment for preferred shares, options, and warrants.

Reach Out to Your Debt or Warrant Agent: If you held senior notes, warrants, or preferred shares, the respective agent provided notice detailing redemption amounts, cash settlement procedures, and payment timelines.

Prepare Tax Documentation: Cash received in corporate acquisitions carries tax reporting implications. Expect Form 1099 reporting from your broker or paying agent. Retain all settlement statements and brokerage confirmations for tax filing purposes.

Verifying Details: The Authoritative Sources

The definitive information sources for TELL stock transaction details include:

• July 21, 2024 Announcement: Tellurian and Woodside press releases disclosing the $1.00 per share cash consideration and $1.2 billion enterprise value estimate.

• Proxy Statement: Comprehensive SEC filing describing merger terms, board recommendations, treatment of each security class, and voting procedures.

• Form 8-K (October 8, 2024): Tellurian’s SEC filing confirming transaction closing, conversion mechanics, cash payment procedures, and subsidiary status confirmation.

• Indenture and Warrant Agent Notices: Notices to security holders explaining redemption schedules, settlement amounts, and procedural requirements.

All these documents are accessible through the SEC’s EDGAR database and the companies’ investor relations websites. Rather than relying on press summaries or third-party analysis, direct review of these filings provides line-by-line clarity on transaction specifics.

Frequently Asked Questions: TELL Stock Acquisition Clarified

When will I receive my $1.00 per share? Cash was distributed at closing on October 8, 2024. Brokerage account holders should see deposits in their cash balance; certificated shareholders should have received transfer agent instructions.

What happened to my stock options or RSUs? Treatment depended on vesting status and plan terms. Most awards were cashed out, accelerated, or substituted per the merger agreement. Review your proxy materials and individual award notices for precise treatment and required documentation.

Will TELL be delisted from public exchanges? Yes. Post-closing, the company transitioned to wholly owned subsidiary status and initiated delisting procedures. Former common shares no longer trade publicly.

How do I confirm my note or warrant settlement? Contact your indenture trustee or warrant agent directly. They maintain settlement records and can confirm payment status. The Form 8-K and trustee notices outline redemption terms.

Where should I look for authoritative transaction details? The SEC filings—particularly the July 21, 2024 announcement, proxy statement, and October 8, 2024 Form 8-K—contain definitive transaction terms. Your brokerage statement and transfer agent correspondence provide personal settlement confirmation.

Next Steps for Former TELL Holders

Review the October 8, 2024 Form 8-K and proxy statement to confirm the precise treatment of any non-common securities you held. Compare these filings against your brokerage statements to verify all cash deposits were received. If settlement payments appear incomplete or delayed, contact your broker, transfer agent, or indenture/warrant agent immediately.

Retain copies of all settlement confirmations, brokerage statements, and tax documentation for your records. This supporting documentation proves your acquisition proceeds for tax purposes and provides evidence if settlement disputes arise.

For investors interested in energy sector exposure or commodity-related trading instruments, research alternative platforms offering execution and custody services. Review each provider’s regulatory status, security protocols, and fee structures before establishing accounts.

Conclusion: From Speculative Developer to Woodside Subsidiary

The Tellurian acquisition represented the completion of a capital-intensive LNG project’s journey from independent developer to subsidiary of a major global energy company. The $1.00 per share cash consideration delivered certainty to equity holders while enabling the Driftwood project to advance under an owner with substantially greater financial capacity and international market relationships.

For investors holding TELL stock, understanding the transaction mechanics, recognizing the multiple settlement channels, and proactively confirming cash receipts ensured smooth transition from public market participation to cash settlement. The transaction closed successfully on October 8, 2024, and affected shareholders should prioritize verification of their specific settlement amounts and tax reporting documentation.