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

Item1.02. Termination of a Material Definitive Agreements.

On June12, 2017, Total EP USA, Inc. (TOTAL) exercised its option
to terminate the Gulf of Mexico Program Management and AMI
Agreement (the Agreement), dated April6, 2009, between Cobalt
International Energy, L.P. (Cobalt LP), a wholly-owned subsidiary
of Cobalt International Energy, Inc. (the Company), and
TOTAL.TOTAL terminated the Agreement in accordance with its
rights to Sections 7.1 and 7.2(b) of the Agreement.The Agreement
was terminated effective June12, 2017.

On April6, 2009, Cobalt LP and TOTAL entered into a long-term
alliance through a series of transactions in which Cobalt LP and
TOTAL combined certain of their respective U.S. Gulf of Mexico
exploratory lease inventory through the exchange of a 40%
interest in Cobalt LPs leases for a 60% interest in TOTALs
leases. to the Agreement, Cobalt LP formed a reciprocal area of
mutual interest with TOTAL that covered substantially all of the
deepwater U.S. Gulf of Mexico, subject to certain exclusions.
TOTALs obligations under the Agreement consisted principally of
paying its share of certain general and administrative costs
relating to the Companys operations in the deepwater U.S. Gulf of
Mexico.

The foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the Agreement filed as
Exhibit 10.8 to the Companys Registration Statement on Form S-1/A
filed with the Securities and Exchange Commission on October9,
2009 and is incorporated herein by reference.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year

As reported under Item 5.07 on the Companys Current Report on
Form8-K filed with the Securities and Exchange Commission on
May3, 2017, on May2, 2017, the Companys stockholders approved a
proposed amendment to the Companys amended and restated
certificate of incorporation to effect, solely at the discretion
of the board of directors (the Board), a reverse stock split and
proportionate reduction in the number of authorized shares of
common stock (the Stock Split). On June12, 2017 the Board
determined that it was in the best interest of the company to
proceed with the reverse stock split. On June16, 2017, the
Company filed a certificate of amendment to its second amended
and restated certificate of incorporation with the Secretary of
State of the State of Delaware (the Amendment) to effectuate the
Stock Split of its issued and outstanding shares of common stock
on a 1-for-15 basis and to reduce the number of its authorized
shares of common stock to 133,333,333 shares. The Stock Split
became effective as of 4:00 p.m. Eastern Time on June16, 2017
(the Effective Time). As of the Effective Time, every 15 shares
of issued and outstanding common stock were converted into one
share of common stock. No fractional shares will be issued in
connection with the Stock Split. Instead, each fractional share
will be rounded up to the nearest whole share of common stock.
However, any fractional shares resulting from adjustments to the
number of shares underlying equity awards under the Companys
equity incentive plans will be rounded down to the nearest whole
share of common stock to comply with the requirements of
Section409A of the Internal Revenue Code.

All options, stock appreciation rights and convertible securities
of the Company outstanding immediately prior to the Stock Split
have been proportionately adjusted for the Stock Split by
dividing the number of shares of common stock into which the
options, stock appreciation rights and convertible securities are
exercisable or convertible by 15 and multiplying the exercise or
conversion price thereof by 15.

The foregoing description of the Stock Split does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Amendment which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and incorporated herein by reference.

Item7.01. Regulation FD Disclosure

Timothy J. Cutt, the Companys Chief Executive Officer, stated In
my view, the strategic importance of the alliance has diminished
significantly over time. The alliance with TOTAL was critical in
the early years in solidifying our credibility as a world-class
deepwater operator. It was also valuable from a financial
standpoint because of the significant carry we received on the
initial five well program and the success payment for North
Platte. Today, our capability as a deepwater operator is
well-established and with the financial elements of the alliance
all but gone, it makes sense to move on from the alliance. I
would add that the termination of the agreement removes
administrative and operational burdens, increases our flexibility
in partnering with industry and eliminates TOTALs tag-along
rights with respect to

dispositions of Cobalts Gulf of Mexico portfolio. It also removes
the ambiguity associated with the determination of operatorship
upon completion of appraisal operations given that the agreement
had provided that operatorship of a joint development such as
North Platte would be determined based on working interest
ownership and the respective experience in large developments.
Operatorship is now defined in the operating agreements between
Cobalt and TOTAL, all of which name Cobalt as operator.

The information furnished under this Item7.01 of this Current
Report on Form8-K,
including Exhibit99.1 hereto, is being furnished and shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), nor shall it be
deemed incorporated by reference in any filing under the Act or
the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.

(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.