KOSMOS ENERGY LTD. (NYSE:KOS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On October23, 2017, Kosmos Energy Equatorial Guinea (“Kosmos”), a wholly-owned subsidiary of Kosmos Energy Ltd., and Trident Energy E.G Operations,Ltd. (“Trident”) (together with Kosmos, the “Purchasers”) entered into a share sale and purchase agreement, (the “Purchase Agreement”), with Hess Equatorial Guinea Investments Limited (“Hess Guinea”), a subsidiary of Hess Corporation (“Hess”) and other parties named therein. to the Purchase Agreement, the Purchasers will each acquire 50% of Hess Guinea’s equity interests in the parent company of Hess Equatorial Guinea Inc., which entity owns an 80.75% participating interest in Block G offshore Equatorial Guinea. As a result of the acquisition, each of Kosmos and Trident will beneficially own a 40.375% participating interest in Block G.
Upon consummation of the acquisition, the beneficial ownership of the participating interests in Block G will be as follows:
· Kosmos: 40.375%
· Trident: 40.375%
· Tullow Oil: 14.25%
· The Republic of Equatorial Guinea, as managed by GEPetrol, the National Oil Company of the Republic of Equatorial Guinea: 5%
The Purchase Agreement provides for an initial consideration amount of $650 million. However, the net cash consideration due from Kosmos is expected to be approximately $240 million, subject to post-completion adjustments, as a result of the Purchase Agreement’s effective date of January1, 2017. Each Purchaser will be required to pay 50% of the total consideration payable.
Completion of the acquisition is subject to the satisfaction of customary closing conditions.
Item 7.01 Regulation FD Disclosure.
On October23, 2017, the Company issued a news release announcing the entry into the agreement referred to above. A copy of the news release issued by the Company is attached hereto as Exhibit99.1. The information in this Item 7.01 and Exhibit99.1 shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.
Forward-Looking Statements
This Current Report on Form8-K contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. All statements, other thanstatements of historical facts, included in this Current Report on Form8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. The Company’s estimates and forward-looking statements are mainly based on its current expectations and estimates of future events and trends, which affect or may affect its businesses and operations, or of preliminary results of past performance which are yet to be finalized. Although the Company believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to the Company. When used in this Current Report on Form8-K, the words “anticipate,” “believe,” “intend,” “expect,” “estimate,” “plan,” “will” or other similar words are intended to identify forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Further information on such assumptions, risks and uncertainties is available in the Company’s other filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation and does not intend to update or correct these forward-looking statements to reflect events or circumstances occurring after the date of this Current Report on Form8-K, except as required by applicable law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form8-K. All forward-looking statements are qualified in their entirety by this cautionary statement.
Item 9.01. Financial Statements and Exhibits.
Kosmos Energy Ltd. ExhibitEX-99.1 2 a17-24598_1ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE KOSMOS ENERGY EXPANDS STRATEGIC POSITION IN GULF OF GUINEA Kosmos/Trident joint venture acquires portfolio offshore Equatorial Guinea with new exploration acreage and oil production 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.