8-K
Kosmos Energy Ltd. (KOS)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2021
KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35167 | 98-0686001 |
|---|---|---|
| (State or other jurisdiction<br><br> <br><br><br> <br>of incorporation) | (Commission<br><br> <br><br><br> <br>File Number) | (I.R.S. Employer<br><br> <br><br><br> <br>Identification No.) |
| 8176 Park Lane<br><br> <br><br><br> <br>Dallas, Texas | 75231 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
+1 214 445 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 the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- | |
| 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 |
| 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 8.01 | Other Events. |
|---|
On February 23, 2021, the Company, issued a press release announcing that it intends to commence an offering of $400 million aggregate principal amount of senior notes due 2028 (the “Offering”). The Company is filing a copy of the press release as Exhibit 99.1 hereto, which is incorporated by reference to this Item 8.01.
The press release was issued pursuant to, and in accordance with, Rule 135c under the Securities Act of 1933 (as amended), and it is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
| Item 9.01 | Financial Statements and Other Exhibits |
|---|
(c) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated February 23, 2021. |
| 104 | Cover Page Interactive Data File (embedded<br> within the Inline XBRL document). |
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.
Dated: February 23, 2021
| KOSMOS ENERGY LTD. | |
|---|---|
| By: | /s/Jason E. Doughty |
| Jason E. Doughty | |
| Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
NEWS RELEASE
KOSMOS ENERGY ANNOUNCES LAUNCH OF ITS SENIOR NOTES OFFERING
DALLAS--(BUSINESS WIRE)—February 23, 2021-- Kosmos Energy Ltd. (“Kosmos”) (NYSE: KOS) announced today that, subject to market conditions, it intends to offer $400 million aggregate principal amount of senior notes due 2028. Kosmos intends to use the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility and commercial debt facilities and for general corporate purposes.
The securities to be offered will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and unless so registered, the securities may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws. The senior notes and the related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act and, outside the United States, to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act.
This press release is being issued pursuant to, and in accordance with, Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Kosmos 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. 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.
Forward-Looking Statements
This press release containsforward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this pressrelease that address activities, events or developments that Kosmos expects, believes or anticipates will or may occur in the
future are forward-lookingstatements. Kosmos’ estimates and forward-looking statements are mainly based on its current expectations and estimatesof future events and trends, which affect or may affect its businesses and operations. Although Kosmos believes that these estimatesand forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties andare 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 wordsare intended to identify forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties,many of which are beyond the control of Kosmos, which may cause actual results to differ materially from those implied or expressedby the forward-looking statements. Further information on such assumptions, risks and uncertainties is available in Kosmos’Securities and Exchange Commission (“SEC”) filings. Kosmos undertakes no obligation and does not intend to updateor correct these forward-looking statements to reflect events or circumstances occurring after the date of this press release,except as required by applicable law. You are cautioned not to place undue reliance on these forward-looking statements, whichspeak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionarystatement.
European Economic Areaand United Kingdom Notices
Financial Conduct Authority(FCA) stabilization rules apply.
MiFIR professionals / ECPsonly / No PRIIPs / UK PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professionalclients only (all distribution channels). No PRIIPs regulation key information document (KID) has been prepared as the notes arenot available to retail investors in the EEA or the United Kingdom.
Source: Kosmos Energy Ltd.
Kosmos Energy Ltd.
Investor Relations
Jamie Buckland, +44 (0) 203 954 2831
jbuckland@kosmosenergy.com
or
Media Relations
Thomas Golembeski, +1-214-445-9674
tgolembeski@kosmosenergy.com