Current Report Filing (8-k)
May 10 2021 - 4:47PM
Edgar (US Regulatory)
0001509991
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0001509991
2021-05-07
2021-05-10
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xbrli:shares
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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 the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 10, 2021 (May 7, 2021)
KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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001-35167
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98-0686001
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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8176 Park Lane
Dallas, Texas
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75231
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered:
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Common Stock $0.01 par value
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KOS
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New York Stock Exchange
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London Stock Exchange
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into a Material
Definitive Agreement
On May 7, 2021, Kosmos Energy Ltd. (the “Company”)
amended and restated its existing commercial debt facility (under which the Company’s indirect subsidiaries, Kosmos Energy Finance
International, Kosmos Energy Senegal and Kosmos Energy Mauritania, were the borrowers) by entering into an amended and restated facility
agreement (the “A&R RBL”) and certain ancillary documents. The A&R RBL will be effective upon satisfaction
of customary conditions.
The A&R RBL makes certain amendments to the terms of the existing
amended and restated commercial debt facility, subject to certain conditions and exceptions, including without limitation:
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the extension of the maturity date to March 31, 2027 (unless otherwise terminated pursuant to the A&R RBL);
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the extension of the amortization schedule such that amortization of principal is to commence on March 31, 2024 and continue in equal
amounts every six months thereafter until the maturity date;
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an increase in the interest margin by 0.5% (with the applicable interest margin for the next three years now being LIBOR + 3.75%);
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the incorporation of a mechanism for two environmental, social and governance (“ESG”) key performance indicators
to impact the margin either positively or negatively based upon delivering emissions targets and achieving certain third party ESG ratings;
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an increase in the Loan Life Coverage Ratio from 1.10x to 1.30x after March 31, 2024; and
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the removal of Kosmos Energy Investments Senegal Limited, Kosmos Energy Senegal and Kosmos Energy Mauritania as borrowers, guarantors
and pledged subsidiaries.
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As a result of these amendments, (i) total facility size under the
A&R RBL has been decreased from $1.5 billion to $1.25 billion as of the date of effectiveness and (ii) total commitments are approximately
$1.21 billion, with the Company expecting to increase total commitments to $1.25 billion in the second quarter of 2021 as additional lenders
complete their final credit approval process.
The Company expects to incur approximately $15 million in fees and
expenses associated with entering into the A&R RBL, which such fees and expenses are expected to be amortized over the term of the
A&R RBL.
The A&R RBL contains other customary representations and warranties,
covenants and informational undertakings, in each case, subject to certain exceptions and conditions. The A&R RBL also provides for
certain customary events of default, including, among other things, payment defaults, breach of representations and warranties, covenant
defaults, cross-defaults to certain indebtedness, certain events of insolvency, judgment defaults, and repudiation or rescission of certain
documents supporting the A&R RBL. If such an event of default occurs, the agents under such A&R RBL are entitled to take various
actions, including the cancellation of any outstanding commitments, acceleration of amounts due thereunder and taking certain permitted
enforcement actions under the ancillary security documents, subject in each case to the terms of the A&R RBL and such security documents.
The foregoing description of the A&R RBL is not complete and is
qualified in its entirety by reference to the full text of the A&R RBL, a copy of which will be filed as an exhibit to the Company’s
quarterly report on Form 10-Q for the quarter-ended June 30, 2021.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure required by this item is included in Item 1.01 above
and is incorporated herein by reference.
2
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: May 10, 2021
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KOSMOS ENERGY LTD.
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By:
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/s/ NEAL D. SHAH
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Neal D. Shah
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Senior Vice President and Chief Financial Officer
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Kosmos Energy (NYSE:KOS)
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