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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):
September 10, 2024
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
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. ☐
On September 10, 2024, the Company announced that it has priced an
offering of $500,000,000 aggregate principal amount of its 8.750% senior notes due 2031 (the “New Notes”). The offering is
expected to close on September 24, 2024, subject to customary closing conditions.
The Company intends to use the net proceeds from
the offering of the New Notes, together with cash on hand, to fund the tender offers for a portion of its 7.125% Senior Notes due 2026,
7.750% Senior Notes due 2027 and 7.500% Senior Notes due 2028 and to pay any related premiums, fees and expenses.
The New Notes have not been and will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered
or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable
state securities or blue sky laws. The New Notes will be offered only to persons reasonably believed to be qualified institutional buyers
under Rule 144A under the Securities Act and outside the United States, to non-U.S. persons in compliance with Regulation S under the
Securities Act.
A copy of the press releases announcing the pricing
of the New Notes is attached hereto as Exhibits 99.1 and is incorporated herein by reference.
This report is neither an offer to sell nor a
solicitation of an offer to buy the New Notes or any other securities, and it does not constitute an offer to purchase or a solicitation
to sell any notes subject to the tender offers or any other securities or a conditional notice of partial redemption with respect to any
securities. This report shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the New 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
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: September 10, 2024
| |
KOSMOS ENERGY LTD. |
| |
|
|
| |
|
|
| |
By: |
/s/ Neal D. Shah |
| |
|
Neal D. Shah |
| |
|
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
KOSMOS ENERGY ANNOUNCES PRICING OF $500 MILLION
OF SENIOR NOTES DUE 2031
DALLAS--September 10, 2024 –
Kosmos Energy Ltd. (“Kosmos”) (NYSE/LSE: KOS) announced today the pricing of $500 million aggregate principal amount of its
8.750% senior notes due 2031. The offering is expected to close on September 24, 2024, subject to customary closing conditions. Kosmos
intends to use the net proceeds from the offering, together with cash on hand, to fund the tender offers for a portion of its 7.125%
Senior Notes due 2026, 7.750% Senior Notes due 2027 and 7.500% Senior Notes due 2028 and to pay any related premiums, fees and expenses.
The senior notes offered have not been
and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws,
and the securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities or blue sky laws. The senior notes were 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 senior notes or any other securities, and it does not constitute an offer to purchase or a solicitation to sell any notes subject
to the tender offers or any other securities or a conditional notice of partial redemption with respect to any securities. This press
release shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the senior 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 offshore Atlantic Margins. Our key assets include
production offshore Ghana, Equatorial Guinea and the U.S. Gulf of Mexico, as well as world-class gas projects offshore Mauritania and
Senegal. We also pursue a proven basin exploration program in Equatorial Guinea and the U.S. Gulf of Mexico. Kosmos is listed on the
NYSE and LSE and is traded under the ticker symbol KOS. Kosmos is engaged in a single line of business, which is the exploration, development,
and production of oil and natural gas. Substantially all of our long-lived assets and all of our product sales are related to operations
in four geographic areas: Ghana, Equatorial Guinea, Mauritania/Senegal and the U.S. Gulf of Mexico.
Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of historical facts, included in this press release that 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-looking statements are mainly based on its current expectations and estimates of future events and trends, which affect or
may affect its businesses and operations. Although Kosmos believes that these estimates and forward-looking statements are based upon
reasonable assumptions, 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,” “may,” “potential” or other similar words are 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 expressed by the forward-looking statements. Further
information on such assumptions, risks and uncertainties is available in Kosmos’ Securities and Exchange Commission filings. Kosmos
undertakes no obligation and does not intend to update or 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, which speak only as of the date of this press release. All forward-looking statements are qualified
in their entirety by this cautionary statement.
European Economic Area and United
Kingdom Notices
Financial Conduct Authority (FCA)
stabilization rules apply.
MiFIR professionals / ECPs only /
No PRIIPs / UK PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients
only (all distribution channels). No PRIIPs regulation key information document (KID) has been prepared as the notes are not available
to retail investors in the EEA or the United Kingdom.
Source: 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
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