KOSMOS ENERGY LTD. (NYSE:KOS) Files An 8-K Regulation FD Disclosure

KOSMOS ENERGY LTD. (NYSE:KOS) Files An 8-K Regulation FD Disclosure
Item 8.01

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In connection with the Offering described in Item 8.01 below, Kosmos Energy Ltd. (the Company) will issue a conditional notice of redemptionwith respect to all $525 million principal amount outstanding of its 7.875% Senior Secured Notes due 2021 (the Notes) originally issued on August 1, 2014 with additional notes issued on April 10, 2015. Redemption of the Notes will occur on April 15, 2019 and the redemption is conditioned upon the closing of the Offering. The redemption price will be as provided in the Indenture governing the Notes dated August 1, 2014 and will be equal to 100% of the principal amount plus a premium calculated in accordance with the Indenture as of the date of redemption, and accrued and unpaid interest, if any, to, but excluding, such date.

The Company provided pro forma net income (loss) of $(43.57) million and pro forma EBITDAX of $984.5 million for the year ended December 31, 2018, in each case giving effect to the acquisition of the Deep Gulf Energy companies and related financing transactions as if such transactions occurred on January 1, 2019. Please refer to the Company’s Current Report on form 8-K/A filed on March 13, 2019 for additional information. See below for a reconciliation of pro forma EBITDAX to net income (loss), being the closest U.S. GAAP metric, for the year ended December 31, 2018.

On March 14, 2019, the Company, issued a press release announcing that it intends to commence an offering of $600 million aggregate principal amount of senior notes due 2026 (the Offering). The Company is filing a copy of the press release as Exhibit99.1 hereto, which is incorporated by reference to this Item 8.01.

The press release was issued to, and in accordance with, Rule 135c under the Securities Act of 1933 (as amended), and it is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward-Looking Statements

This Current Report on Form8-K contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements 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 Companys 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 Companys 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.


99.1 Press release dated March 14, 2019.

Kosmos Energy Ltd. Exhibit
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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.

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