Cobalt International Energy, Inc. (NYSE:CIE) Files An 8-K Bankruptcy or ReceivershipItem 1.03 Bankruptcy or Receivership.
Commencement of Bankruptcy Cases
On December14, 2017, Cobalt International Energy, Inc. (the “Company”) and its affiliates listed onExhibit 99.1hereto (such affiliates, together with the Company, the “Debtors”), which Exhibit is incorporated herein by reference, filed voluntary petitions for relief (collectively, the “Petitions” and, the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors have filed a motion with the Bankruptcy Court seeking to jointly administer the Chapter 11 Cases under the caption “In re Cobalt International Energy, Inc., et al.”
No trustee has been appointed and the Company will continue to manage itself and its affiliates and operate their businesses as “debtors in possession” subject to the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. To assure ordinary course operations, the Debtors are seeking approval from the Bankruptcy Court of a variety of “first day” motions, including motions that authorize the Debtors to use the cash collateral (as defined in Section363(a) of the Bankruptcy Code), maintain their existing cash management system and other customary relief.
Item 1.03 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The commencement of the Chapter 11 Cases constitutes an event of default that accelerated the Company’s or the Debtors’ obligations, as the case may be, under the following debt documents (collectively, the “Debt Documents”). Any efforts to enforce such obligations under the Debt Documents are automatically stayed as a result of the filing of the Petitions and the holders’ rights of enforcement in respect of the Debt Documents are subject to the applicable provisions of the Bankruptcy Code.
| • | $500,000,000 in unpaid principal, plus interest, fees, and other expenses, arising under or in connection with the 10.750% First-Lien Senior Secured Notes due 2021 issued to that certain Senior Secured Notes Indenture, dated as of December6, 2016, as amended and supplemented, by and among the Company, as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent; |
| • | $934,732,000 in unpaid principal, plus interest, fees, and other expenses, arising under or in connection with the 7.750% Second-Lien Senior Secured Notes due 2023 issued to that certain Senior Secured Notes Indenture, dated as of December6, 2016, as amended and supplemented, by and among the Company, as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent; |
| • | $786,895,000 in unpaid principal, plus interest, fees, and other expenses, arising under or in connection with the 3.125% Convertible Senior Notes due 2024 issued to that certain Senior Indenture dated December17, 2012 by and between the Company and Wells Fargo Bank, National Association, as trustee, and that certain First Supplemental Indenture dated December17, 2012 by and between the Company and Wells Fargo Bank, National Association, as trustee; and |
| • | $619,167,000 in unpaid principal, plus interest, fees, and other expenses, arising under or in connection with the 2.625% Convertible Senior Notes due 2019 issued to that certain Senior Indenture dated December17, 2012 by and between the Company and Wells Fargo Bank, National Association, as trustee, and that certain Second Supplemental Indenture dated May13, 2014 by and between the Company and Wells Fargo Bank, National Association, as trustee. |
On December14, 2017, the Company issued a press release announcing the filing of the Chapter 11 Cases. A copy of the press release is attached hereto asExhibit 99.2 and incorporated herein by reference.
Item 1.03 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December13, 2017, the Company was notified by the New York Stock Exchange (“NYSE”) that the NYSE had determined to commence proceedings to delist the Company’s common stock from the NYSE. These proceedings are a result of the Company’s failure to comply with the continued listing standard set forth in Section802.01B of the NYSE Listed Company Manual that required the Company to maintain an average global market capitalization over a consecutive 30-day trading period of at least $15.0million for the Company’s common stock. The NYSE suspended the trading of the Company’s common stock at the close of trading on December13, 2017. In addition, the NYSE advised the Company that its application to the Securities and Exchange Commission (“SEC”) to delist the Company’s common stock was pending, subject to the completion of applicable procedures.
Effective December14, 2017, the Company’s common stock is expected to begin trading on the OTC Pink marketplace under the symbol “CIEI”. The Company can provide no assurance that its common stock will begin or continue to trade on this market, whether broker-dealers will begin or continue to provide public quotes of the Company’s common stock on this market, whether the trading volume of the Company’s common stock will be sufficient to provide for an efficient trading market or whether quotes for the Company’s common stock may be blocked by OTC Markets Group in the future. The Company will remain subject to the public reporting requirements of the SEC following the trading of its common units on the OTC Pink marketplace.
Forward-Looking Statements
Statements in this Current Report on Form8-K and the exhibits filed herewith that relate to future results and events are not facts and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current expectations, estimates and assumptions and, as such, involve certain risks and uncertainties.The ability of the Company to predict results or the actual effects of its plans and strategies is subject to inherent uncertainty.Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors.All statements other than statements of historical fact, including statements containing the words “intends,” “believes,” “expects,” “will,” and similar expressions, are statements that could be deemed to be forward-looking statements.In addition, the forward-looking statements represent the Company’s views as of the date as of which they were made. The Company anticipates that subsequent events and developments may cause its views to change.However, although the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so.These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form10-K for the fiscal year ended December31, 2016, which was filed with the SEC on March14, 2017, under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” as well as subsequent reports on Form 10-Q. Additional risks include, but are not limited to, those associated with the Company’s filing for relief under chapter 11 of the Bankruptcy Code.
Item 1.03 Financial Statements and Exhibits.
(d) Exhibits
Cobalt International Energy, Inc. ExhibitEX-99.1 2 d506127dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Debtor Affiliates 1. Cobalt International Energy GP,…To view the full exhibit click here
About Cobalt International Energy, Inc. (NYSE:CIE)
Cobalt International Energy, Inc. is an independent exploration and production company. The Company has its operations focused in the deepwater United States Gulf of Mexico. The Company also has a non-operated interest in the Diaba Block offshore Gabon in West Africa. The Company’s exploration efforts in the United States Gulf of Mexico has resulted in four oil and natural gas discoveries including the North Platte, Shenandoah, Anchor and Heidelberg fields. The Heidelberg field commenced its production and the North Platte, Shenandoah and Anchor field are in various stages of appraisal and development. The Company has drilled nine exploratory wells, three appraisal wells and four development wells (one of, which was drilled to be used as a pressure-maintenance well in the Cameia development) in the northern pre-salt Kwanza Basin offshore Angola, and one exploratory well in the pre-salt deepwater region offshore Gabon. The Company’s fifteen wells has been finding pre-salt hydrocarbons.
