Cobalt International Energy, Inc. (NYSE:CIE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed by Cobalt International Energy, Inc. (the “Company”), on December14, 2017, the Company and certain of its U.S. affiliates (together with the Company, the “Debtors”) filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ chapter 11 cases are being jointly administered under the caption In re Cobalt International Energy, Inc., et al., Case No.17-36709 (together, the “Chapter 11 Cases”). Bankruptcy Court filings and other information related to the Chapter 11 Cases are available at a website administered by the notice and claims agent at www.kccllc.net/cobalt.
On December19, 2017, Cobalt International Energy Angola Ltd., a wholly-owned subsidiary of the Company, and certain other subsidiaries of the Company named therein, executed an agreement (the “Agreement”) with the Angolan National Concessionaire Sociedade Nacional de Combustíveis de Angola — Empresa Pública and Sonangol Pesquisa e Produção, S.A. (collectively, “Sonangol”) to resolve all disputes and transition the Company’s interests in Blocks 20 and 21 offshore Angola (the “Angola Assets”) to Sonangol for $500million. to the Agreement, Sonangol is required to pay an initial non-refundable payment of $150million on or before February23, 2018 (the “Initial Payment”) and the final payment of $350million on or before July1, 2018 (the “Final Payment”). Within 48 hours of receipt of the Initial Payment, the Company is required under the Agreement to (i)notify the relevant International Chamber of Commerce (“ICC”) arbitral tribunal of the agreement between the Company and Sonangol to terminate the proceedings related to the joint interest receivable owed to the Company for operations on Block 21 offshore Angola (ICC Case No. 22782/TO) (the “JOA Arbitration”) and (ii)notify the relevant ICC arbitral tribunal of the agreement between the Company and Sonangol to extend the procedural timetable by an additional four months for the proceedings related to the purchase and sale agreement (the “PSA Arbitration”) for the sale by the Company to Sonangol of the Angola Assets (ICC Case No. 22781/TO).
The Agreement provides that all debts and obligations of Cobalt and Sonangol to each other are extinguished, except that Cobalt’s claims in the PSA Arbitration will not be extinguished until Cobalt’s receipt of the Final Payment by July1, 2018. As such, the Company will retain the $250 million previously paid by Sonangol and Sonangol will no longer owe Cobalt the approximately $180 million joint interest receivable at issue in the JOA Arbitration. However, if the Initial Payment is not made by February23, 2018, the Agreement will automatically be rescinded in all respects. The Agreement will be filed with, and is subject to the approval of, the Bankruptcy Court.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement attached as Exhibit 10.1 hereto.
Item 1.01 Regulation FD Disclosure.
On December19, 2017, the Company issued a press release announcing the execution of the Agreement. A copy of the press release issued by the Company is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 1.01 is being furnished, not filed, to Item 1.01. Accordingly, this information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
Forward-Looking Statements
Statements in this Current Report on Form 8-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 Form 10-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.
Cobalt International Energy, Inc. ExhibitEX-10.1 2 d510489dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AGREEMENT This Agreement is made by way of deed (this “Deed”) on 19th December 2017 by and among: (1) Cobalt International Energy Angola Ltd (“Cobalt”); (2) CIE Angola Bock 9 Ltd (“Block 9 Co”); (3) CIE Angola Bock 20 Ltd (“Block 20 Co”); (4) CIE Angola Block 21 Ltd (“Block 21 Co”); (5) Sociedade Nacional de Combustíveis de Angola—Empresa Pública (Sonangol E.P.) (“Sonangol”); and (6) Sonangol Pesquisa e Produção,…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.
