KOSMOS ENERGY LTD. (NYSE:KOS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
On May22, 2017, Kosmos Energy Ltd. (the Company), in connection
with a registered underwritten public offering of its common
shares (the Offering), entered into an underwriting agreement
(the Underwriting Agreement) with funds affiliated with The
Blackstone Group L.P. and Warburg Pincus LLC, respectively (the
Selling Shareholders), named therein and Barclays Capital Inc.
(the Underwriter) named therein, to which the Selling
Shareholders agreed to sell to the Underwriter an aggregate of
40,000,000 common shares. The Company will not receive any
proceeds from the sale of the common shares by the Selling
Shareholders.
A copy of the Underwriting Agreement is contained in Exhibit1.1
hereto, which exhibit is incorporated by reference into this Item
1.01. The above description is qualified in its entirety by
reference to such exhibit.
A copy of the Underwriting 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 or the Selling Shareholders. The representations,
warranties and covenants contained in the Underwriting Agreement
were made solely for purposes of the Offering and as of specific
dates, were solely for the benefit of the parties to the
Underwriting 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 Underwriting
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 Underwriting 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 Underwriting Agreement, which subsequent
information may or may not be fully reflected in the Companys
public disclosures.
The Underwriter and its affiliates are full service financial
institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial
advisory, investment management, investment research, principal
investment, hedging, financing and brokerage activities. The
Underwriter and its affiliates have, from time to time,
performed, and may in the future perform, various financial
advisory and investment banking services for the Company, its
affiliates and the Selling Shareholders, for which they received
or will receive customary fees and expenses. For instance,
affiliates of the Underwriter are lenders under the Companys debt
facilities. In the ordinary course of their various business
activities, the Underwriter and its affiliates may make or hold a
broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial
instruments (including bank loans) for their own accounts and for
the accounts of their customers, and such investment and
securities activities may involve the Companys securities and/or
its instruments. The Underwriter and its affiliates may also make
investment recommendations and/or publish or express independent
research views in respect of such securities or instruments and
may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Upon the closing of the Offering, Mr.Prakash A. Melwani will
resign from his position on the Companys board of directors,
effective May26, 2017, to the terms of the Companys
shareholders agreement previously entered into between the
Company and the Selling Shareholders.
Item 8.01. Other Events.
The Offering is expected to close on the date hereof subject to
customary closing conditions. In connection with the Offering,
the Company is filing the opinion of Conyers Dill Pearman
Limited as part of this Current Report on Form8-K. The opinion
of Conyers Dill Pearman Limited (including the consent of
Conyers Dill Pearman Limited) is contained in Exhibit5.1
hereto, which exhibit is incorporated by reference into this
Item 8.01.
Item 9.01.Financial
Statements and Other Exhibits.
(d)Exhibits
|
ExhibitNo. |
|
Description |
|
1.1 |
Underwriting Agreement dated May22, 2017 |
|
|
5.1 |
Opinion of Conyers Dill Pearman Limited |
|
|
23.1 |
Consent of Conyers Dill Pearman Limited (included in |
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. KOSMOS ENERGY LTD. (NYSE:KOS) Recent Trading Information
KOSMOS ENERGY LTD. (NYSE:KOS) closed its last trading session 00.00 at 6.65 with 3,221,720 shares trading hands.
