Cobalt International Energy, Inc. (NYSE:CIE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into Material Definitive Agreements.

On May18, 2017, Cobalt International Energy, Inc. (the Company),
entered into definitive documents in connection with, and
consummated, a debt exchange transaction (the Transaction) with
certain holders (the Holders) of the Companys outstanding 3.125%
Convertible Senior Notes due 2024 (the 2024 Notes). The
Transaction consisted of the issuance by the Company of
$32,142,000 aggregate principal amount of its 7.750% Second-Lien
Senior Secured Notes due 2023 (the Additional Notes) to Holders
in exchange for $60,932,000 aggregate principal amount of 2024
Notes held by the Holders. As a result of the Transaction, the
aggregate principal face amount of the Companys outstanding
longterm debt has been reduced by approximately $28,790,000
million. With the completion of this Transaction, the Company has
fully utilized the availability under its senior secured
indentures to issue additional second-lien secured indebtedness.
This Transaction, together with the Companys previously completed
debt exchanges since December 2016, has resulted in an aggregate
reduction in principal face amount outstanding under its
long-term indebtedness by approximately $339.2 million.

Exchange Agreement. The Transaction was consummated to
the terms and conditions set forth in the exchange agreement (the
Exchange Agreement), dated May18, 2017, among the Company, the
Guarantors (as defined below) and the Holders. The Exchange
Agreement is attached as Exhibit 10.1 to this Current Report on
Form8-Kand is incorporated herein by reference. A copy of the
Exchange Agreement has been included to provide security holders
with information regarding its terms. It is not intended to
provide any other factual information about the Company. The
representations, warranties and covenants contained in the
Exchange Agreement were made solely for purposes of the
Transaction and as of specific dates, were solely for the benefit
of the parties to the Exchange Agreement, may be subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the
Exchange Agreement instead of establishing these matters as
facts, and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to
security holders. Security holders are not third-party
beneficiaries under the Exchange Agreement and should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Exchange Agreement, which subsequent
information may or may not be fully reflected in the Companys
public disclosures.

Indenture.The Additional Notes were issued to the Second
Lien Indenture, dated December6, 2016 (the Original Indenture),
among the Company, the Guarantors and Wilmington Trust, National
Association, as trustee and collateral agent (the Trustee), as
amended, modified and supplemented from time to time, including
by the third supplemental indenture, dated as of May18, 2017 (the
Third Supplemental Indenture and, together with the Original
Indenture, the first supplemental indenture and second
supplemental indenture, the Indenture), among the Company, the
Guarantors and the Trustee. The Additional Notes mature on
December1, 2023 and bear interest at 7.750%per annum, payable
semi-annually in arrears on each June1 and December1, commencing
June1, 2017. The Additional Notes constitute a further issuance
of and form a single series with the Companys outstanding 7.750%
Second-Lien Senior Secured Notes due 2023 issued from time to
time to the Original Indenture in the principal amount of U.S.
$902,590,000 (the Existing Notes and, together with the
Additional Notes, the Notes). The Additional Notes will have
identical terms as the Existing Notes other than the date of
issue, the initial price and initial interest payment date. The
Additional Notes will be entitled to the same benefits under the
Indenture, the Intercreditor Agreement for the Notes and the
security documents as the Existing Notes. The Additional Notes
will initially trade under different CUSIP numbers to the
Existing Notes until the expiration of the applicable holding
period under Rule 144 of the Securities Act of 1933, as amended.
On or around the first anniversary of the issue date of the
Additional Notes, the Additional Notes are expected to trade
fungibly with the Existing Notes under a single unrestricted
CUSIP number, subject to applicable law. After giving effect to
the issuance of the Additional Notes, the Company will have
$934,732,000 principal amount of Notes outstanding. The Third
Supplemental Indenture is attached as Exhibit10.2 to this Current
Report on Form8-Kand is incorporated herein by reference.

The foregoing summary of the Exchange Agreement, the Additional
Notes and the Indenture do not purport to be complete and are
qualified in their entirety by reference to the full text of such
agreements attached as exhibits hereto.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under anOff-BalanceSheet Arrangement of a
Registrant.

The information set forth in Item1.01 of this Form8-Kis
incorporated by reference into this Item2.03.

(d) Exhibits

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.

Cobalt International Energy, Inc. (NYSE:CIE) Recent Trading Information

Cobalt International Energy, Inc. (NYSE:CIE) closed its last trading session down -0.003 at 0.268 with 6,392,303 shares trading hands.