8-K
Kosmos Energy Ltd. (KOS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 20, 2020
KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35167 | 98-0686001 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 8176 Park Lane<br><br> <br>Dallas, Texas | 75231 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
+214-445-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- | |
| Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | ||
| --- | --- | --- |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | KOS | New York Stock Exchange<br><br> <br>London Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failureto Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 20, 2020, Kosmos Energy Ltd. (the “Company”) was formally notified by the New York Stock Exchange (the “NYSE”) that the average closing price of the Company’s common stock, par value $0.01 per share (the “Shares”), over the prior 30-consecutive trading day period was below $1.00 per share, which is the minimum average closing price per share required to maintain listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”).
Pursuant to Section 802.01C, as supplemented by the related NYSE rule filing that became effective on April 21, 2020, the Company has until December 29, 2020 to regain compliance with the minimum share price requirement. Under the NYSE rules, the Company can regain compliance at any time during such cure period if, on the last trading day of any calendar month during the cure period, its common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.
The Company has notified the NYSE of its intent to regain compliance with the price criteria. The Company intends to consider options to regain compliance with the requirements of Section 802.01C, including, if necessary, by implementing a reverse stock split.
The NYSE notice has no immediate impact on the listing of the Shares, which will continue to be listed and traded on the NYSE during this period. The Shares will continue to trade on the NYSE under the symbol “KOS”. The notice does not affect ongoing business operations of the Company or its reporting requirements with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On April 23, 2020, the Company issued a press release announcing the receipt of the notice of noncompliance from the NYSE, a copy of which is furnished as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 is deemed to be “furnished” and shall not deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| 99.1 | Press release dated April 23, 2020 |
| --- | --- |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 23, 2020
| KOSMOS ENERGY LTD. | |
|---|---|
| By: | /s/ Jason E. Doughty |
| Jason E. Doughty | |
| Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
NEWS RELEASE
KOSMOSENERGY RECEIVES
CONTINUEDLISTING STANDARD NOTICE FROM NYSE
DALLAS,Texas, April 23, 2020 – Kosmos Energy (NYSE/LSE: KOS) (“Kosmos” or the “Company”) announced today that on April 20, 2020, it received formal notice from the New York Stock Exchange ("NYSE") that the average closing price of the Company's common stock over the prior 30-consecutive trading day period was below $1.00 per share, which is the minimum average share price required to maintain listing on the NYSE.
Kosmos has notified the NYSE of its intention to return to compliance with the NYSE listing requirements within the six-month cure period. Under the NYSE rules, the Company can regain compliance at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period, its common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. Kosmos is considering options to regain compliance, which may include a reverse stock split, if necessary. During the cure period, Kosmos’ shares of common stock will continue to trade on the NYSE.
The NYSE notification does not affect Kosmos’ ongoing business operations or its Securities and Exchange Commission reporting requirements, nor does it trigger any violation of its debt obligations.
AboutKosmos Energy
Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused along the Atlantic Margins. Our key assets include production offshore Ghana, Equatorial Guinea and U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. We also maintain a sustainable exploration program balanced between proven basin infrastructure-led exploration (Equatorial Guinea and U.S. Gulf of Mexico), emerging basins (Mauritania, Senegal and Suriname) and frontier basins (Cote d'Ivoire, Namibia, Sao Tome and Principe and South Africa). Kosmos is listed on the New York Stock Exchange and London Stock Exchange and is traded under the ticker symbol KOS. As an ethical and transparent company, Kosmos is committed to doing things the right way. The Company’s Business Principles articulate our commitment to transparency, ethics, human rights, safety and the environment. Read more about this commitment in the Kosmos 2018 Corporate Responsibility Report. For additional information, visit www.kosmosenergy.com.
Forward-LookingStatements
Thispress release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21Eof the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press releasethat address activities, events or developments that Kosmos
expects,believes or anticipates will or may occur in the future are forward-looking statements. Kosmos’ estimates and forward-lookingstatements are mainly based on its current expectations and estimates of future events and trends, which affect or may affectits businesses and operations. Although Kosmos believes that these estimates and forward-looking statements are based upon reasonableassumptions, they are subject to several risks and uncertainties and are made in light of information currently available to Kosmos.When used in this press release, the words “anticipate,” “believe,” “intend,” “expect,”“plan,” “will” or other similar words are intended to identify forward-looking statements. Such statementsare subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Kosmos, which may causeactual results to differ materially from those implied or expressed by the forward-looking statements. Further information onsuch assumptions, risks and uncertainties is available in Kosmos’ Securities and Exchange Commission (“SEC”)filings. Kosmos undertakes no obligation and does not intend to update or correct these forward-looking statementsto reflect events or circumstances occurring after the date of this press release, except as required by applicable law. You arecautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.All forward-looking statements are qualified in their entirety by this cautionary statement.
Source: Kosmos Energy Ltd.
Investor Relations
Jamie Buckland
+44 (0) 203 954 2831
jbuckland@kosmosenergy.com
Media Relations
Thomas Golembeski
+1-214-445-9674
tgolembeski@kosmosenergy.com