KOSMOS ENERGY LTD. (NYSE:KOS) Files An 8-K Regulation FD Disclosure
Item 7.01Regulation FD Disclosure.
As previously announced in a Current Report on Form 8-K filed on November 26, 2018, Kosmos Energy Ltd. (“we,” “us,” “our” or “Kosmos”) has elected to discontinue from Bermuda and redomesticate in the State of Delaware (the “Redomestication”). Kosmos aims to complete the Redomestication by year-end 2018 or shortly thereafter in January 2019. The Redomestication will become effective (the “Effective Date”) upon the filing by Kosmos of a certificate of conversion and certificate of incorporation with the Delaware Secretary of State.
No shareholder action is required in connection with the Redomestication, and all shareholders’ existing economic rights will remain the same. All shares of Kosmos common stock will automatically convert to a new CUSIP/ISIN (500688 106/US5006881065) after market close on the Effective Date.
In addition, following the Effective Date and in connection with the Redomestication, Kosmos intends to issue a notice to its shareholders to §1.367(b)-1(c) of the Internal Revenue Code of 1986 (as amended). The notice, a form of which has been attached hereto as Exhibit 99.1, is being furnished to Item 7.01. Such Exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed by the Company, except as otherwise expressly stated in such filing.
Further, in connection with the Redomestication, Kosmos has placed an advertisement in the Wall Street Journal on December 10, 2018. A copy of such advertisement is attached hereto as Exhibit 99.2 and is being furnished to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed by the Company, except as otherwise expressly stated in such filing.
Item 9.01.Financial Statements and Other Exhibits.
The following exhibits are furnished as part of this current report on Form 8-K:
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 18, 2018 | |
| KOSMOS ENERGY LTD. | |
|
By: |
/s/ Jason E. Doughty |
| Jason E. Doughty | |
| Senior Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
| Exhibit No. | Description |
|
99.1 |
Kosmos Energy Notice to Shareholders 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. |
