KOSMOS ENERGY LTD. (NYSE:KOS) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets
Completion of Deep Gulf Energy Acquisition
On September 14, 2018, we completed our previously announced acquisition (the “Deep Gulf Energy Acquisition”) of the Deep Gulf Energy companies (collectively, “Deep Gulf Energy”) to the Securities Purchase Agreement dated as of August 3, 2018 (the “Securities Purchase Agreement”), by and among Kosmos Energy Gulf of Mexico, LLC (“Purchaser”), a wholly owned subsidiary of Kosmos Energy Ltd. (“Kosmos”), and certain affiliates of First Reserve Corporation (the sellers under the Purchase Agreement, the “Seller”). As a result of the Deep Gulf Energy Acquisition, we indirectly acquired 50% of the outstanding equity interests in Deep Gulf Energy from the Seller for total compensation paid as (1) approximately $953 million in cash and (2) 34,993,585 shares of Kosmos’s common stock (the “Parent Common Equity”). Deep Gulf Energy is a leading deepwater company operating in the Gulf of Mexico.
Item 3.02 Unregistered Sales of Securities
The Parent Common Equity issued as partial consideration for the Deep Gulf Energy Acquisition have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. The Parent Common Equity has been issued to the Seller without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. The Seller has agreed not to sell, contract to sell, pledge, dispose of or otherwise transfer, directly or indirectly, the shares of Parent Common Equity received as consideration for a period of six months following the closing date. Kosmos has agreed to file a resale shelf registration statement upon expiration of this lock-up period to facilitate the resale of the shares. In addition, the Seller has agreed that 14,289,047 shares of Parent Common Equity will be subject to a 12-month holdback as partial security for claims by Purchaser against the Seller after the closing in accordance with the Securities Purchase Agreement; provided that a portion of such shares will be released from the holdback six months after the closing.
Item 7.01 Regulation FD Disclosure
On September 17, 2018, Kosmos issued a press release announcing the closing of the acquisition referred to above. A copy of the press release issued by Kosmos is attached hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.
Item 9.01 Financial Statements and Other Exhibits
Kosmos Energy Ltd. ExhibitEX-99.1 2 dp95989_ex9901.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Kosmos Energy COMPLETES ACQUISITION OF DEEP GULF ENERGY DALLAS,…To view the full exhibit click here
About KOSMOS ENERGY LTD. (NYSE:KOS)
Kosmos Energy Ltd. (Kosmos) is a holding company. The Company is an independent oil and gas exploration and production company focused on frontier and emerging areas along the Atlantic Margin. The Company operates in the exploration and production of oil and natural gas segment. The Company’s assets include existing production and development projects offshore Ghana, large discoveries offshore Mauritania and Senegal, as well as exploration licenses with hydrocarbon potential offshore Portugal, Sao Tome and Principe, Suriname, Morocco and Western Sahara. The Company has operations in Africa, Europe and South America. Its discoveries in Ghana include Jubilee Field, TEN, Mahogany, Teak, Akasa and Wawa. The Company’s other discoveries in Mauritania include Ahmeyim and Marsouin, and Senegal include Guembeul. The Company’s West Cape Three Points (WCTP) Block and Deepwater Tano (DT) Block are located within the Tano Basin, offshore Ghana.
