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

Item1.01. Entry into Material Definitive Agreements.

On April24, 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
2.625% Convertible Senior Notes due 2019 (the 2019 Notes) and
3.125% Convertible Senior Notes due 2024 (the 2024 Notes). The
Transaction consisted of the issuance by the Company of
$178,620,000 aggregate principal amount of its 7.750% Second-Lien
Senior Secured Notes due 2023 (the Additional Notes) to Holders
in exchange for $6,436,000 aggregate principal amount of 2019
Notes and $296,309,000 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 $124.1million. In
addition, after giving effect to Transaction and the Companys
other debt exchanges in December 2016 and January 2017, the
principal face amount outstanding under the 2019 Notes and the
2024 Notes has been reduced by $310.4million in the aggregate.

Exchange Agreement. The Transaction was consummated to
the terms and conditions set forth in the exchange agreement (the
Exchange Agreement), dated April24, 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
Form 8-K and 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 second supplemental indenture, dated as of
April24, 2017 (the Second Supplemental Indenture and, together
with the Original 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.
$723,970,000 (the Existing Notes and, together with the
Additional Notes, the Notes). The Additional Notes will have
identical terms as the Existing Notes (including, without
limitation, an identical first interest payment) other than the
date of issue and the initial price. 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 $902,590,000 principal
amount of Notes outstanding. The Second Supplemental Indenture is
attached as Exhibit 10.2 to this Current Report on Form 8-K and
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 an Off-Balance Sheet Arrangement
of a Registrant.