Kosmos Energy Ltd. (the “Offeror”, “Kosmos”, or the “Company”)
(NYSE/LSE:KOS) announced the early tender results of its previously
announced series of tender offers (each a “Tender Offer” and,
collectively, the “Tender Offers”) to purchase for cash up to (i)
$400,000,000 aggregate principal amount (the “2026 Notes Cap”) of
the Offeror’s outstanding 7.125% Senior Notes due 2026 (the “2026
Notes”) and (ii) up to $100,000,000 aggregate principal amount (the
“2027/2028 Notes Cap”) of the Offeror’s outstanding 7.750% Senior
Notes due 2027 (the “2027 Notes”) and its 7.500% Senior Notes due
2028 (the “2028 Notes” and, together with the 2026 Notes and the
2027 Notes, the “Notes”), subject, in the case of the 2027 Notes,
to an additional sub-cap of $50,000,000 aggregate principal amount
(the “2027 Notes Sub-Cap”). The Tender Offers are being made
pursuant to the terms and conditions set forth in the Offer to
Purchase, dated September 9, 2024 (the “Offer to Purchase”), which
is available on the transaction website:
https://projects.sodali.com/kosmos, subject to eligibility
confirmation and registration. The Company refers investors to the
Offer to Purchase for the complete terms and conditions of the
Tender Offers.
As of 5:00 p.m., New York City time, on September 20, 2024 (such
date and time, the “Early Tender Time”), according to information
provided to Sodali & Co., the tender and information agent for
the Tender Offers, the aggregate principal amount of each series of
Notes listed in the table below has been validly tendered and not
validly withdrawn in each Tender Offer. Withdrawal rights for the
Notes expired at 5:00 p.m., New York City time, on the Early Tender
Time.
The following table sets forth certain terms of the Tender
Offers and the results of the Early Tender Settlement:
Title of Security
CUSIP/ISIN Number
Outstanding Principal
Amount
2026 Notes Priority of
Acceptance
Total Consideration(1)
Principal Amount Tendered at
Early Tender Time
Aggregate Principal Amount
Accepted for Purchase
7.125% Senior Notes due 2026
issued by Kosmos Energy Ltd. (the “2026 Notes”)
Rule 144A: 500688AC0 /
US500688AC04 Regulation S: U5007TAA3 / USU5007TAA35
$650,000,000
Tenders specifying a valid 2026
Notes Acceptance Code (as described in the Offer to Purchase) were
eligible to receive priority of acceptance in the Tender Offer
(such 2026 Notes, the “Priority 2026 Notes”)
$1,000.00
$523,736,000
$400,000,000
Title of Security
CUSIP/ISIN Number
Outstanding Principal
Amount
Acceptance Priority
Level
Total Consideration(1)
Principal Amount Tendered at
Early Tender Time
Aggregate Principal Amount
Accepted for Purchase
7.750% Senior Notes due 2027
issued by Kosmos Energy Ltd. (the “2027 Notes”)
Rule 144A:
500688AF3 / US500688AF35
Regulation S:
U5007TAD7 / USU5007TAD73
$400,000,000
1
$997.50
$246,445,000
$50,000,000
7.500% Senior Notes due 2028
issued by Kosmos Energy Ltd. (the “2028 Notes”)
Rule 144A:
500688AD8 / US500688AD86
Regulation S:
U5007TAB1 / USU5007TAB18
$450,000,000
2
$982.50
$247,471,000
$49,726,000(2)
(1)
Per $1,000 principal amount of
Notes tendered prior to the Early Tender Time. Includes the Early
Tender Payment (as defined in the Offer to Purchase) but does not
include accrued and unpaid interest on the Notes, which will also
be payable as described below.
(2)
Due to the application of
adjustments related to minimum denominations with respect to
tenders of the 2028 Notes, the aggregate principal amount of 2028
Notes accepted for purchase, when combined with the aggregate
principal amount of 2027 Notes accepted for purchase, is below the
2027/2028 Notes Cap. However, because the aggregate principal
amount of 2028 Notes tendered was greater than the 2027/2028 Notes
Cap (when combined with the aggregate principal amount of 2027
Notes accepted for purchase), the Offeror will not accept
additional 2028 Notes for purchase following the Early Tender
Time.
All conditions were satisfied or waived by the Company at the
Early Tender Time. The Company has elected to exercise its right to
make payment for Notes that were validly tendered at or prior to
the Early Tender Time and that are accepted for purchase on
September 24, 2024 (the “Early Settlement Date”).
As the aggregate principal amount of 2026 Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Time
exceeded the 2026 Notes Cap, no 2026 Notes tendered after the Early
Tender Time will be accepted for purchase. All Priority 2026 Notes
validly tendered and not validly withdrawn, and which were eligible
for priority of acceptance under the terms of the Tender Offer,
will be accepted for purchase without proration. The 2026 Notes
validly tendered and not validly withdrawn without an Acceptance
Code that will be accepted for purchase will be subject to a
proration factor of 46.2980%, with further adjustments as necessary
to account for the minimum denominations applicable to the 2026
Notes.
As the aggregate principal amount of 2027 Notes validly tendered
and not validly withdrawn exceeded the 2027 Notes Sub-Cap, and the
aggregate principal amount of 2028 Notes validly tendered and not
validly withdrawn prior to the Early Tender Time, when combined
with a principal amount of 2027 Notes equal to the 2027 Notes
Sub-Cap, exceeded the 2027/2028 Notes Cap, (i) no 2027 Notes or
2028 Notes tendered after the Early Tender Time will be accepted
for purchase, and (ii) each of the 2027 Notes and 2028 Notes
accepted for purchase will be subject to proration. The 2027 Notes
accepted for purchase will be subject to a proration factor of
23.7779%, and the 2028 Notes accepted for purchase will be subject
to a proration factor of 24.9990%, in each case with further
adjustments as necessary to account for the minimum denominations
applicable to the 2027 Notes and 2028 Notes.
Notes tendered and not purchased on the Early Settlement Date
will be returned to holders promptly after the Early Settlement
Date. The consideration to be paid for the Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Time per
$1,000 principal amount of such Notes validly tendered and accepted
for purchase pursuant to the applicable Tender Offer is the amount
set forth in the table above under the heading “Total
Consideration.” The amounts set forth in the table above under
“Total Consideration” already include the early tender payment for
the Notes accepted for purchase. All holders of Notes accepted for
purchase will also receive accrued interest from, and including,
the most recent applicable interest payment date preceding the
Early Settlement Date to, but not including, the Early Settlement
Date, if and when such Notes are accepted for payment.
Information Relating to the Tender Offers
The complete terms and conditions of the Tender Offers are set
forth in the Offer to Purchase. Investors with questions regarding
the terms and conditions of the Tender Offers may contact Merrill
Lynch International at +44 20 7996 5420 or by email to
DG.LM-EMEA@bofa.com.
Sodali & Co. is the tender and information agent for the
Tender Offers. Any questions regarding procedures for tendering
Notes may be directed to Sodali & Co at Hong Kong: +852 2319
4130, London: +44 20 4513 6933, Stamford: +1 203 658 9457 or by
email to kosmos@investor.sodali.com.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders with respect to, the Notes. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such an offer, solicitation or sale would be unlawful. The
Tender Offers are being made solely pursuant to the Offer to
Purchase made available to holders of the Notes. None of the
Company or its affiliates, their respective boards of directors,
the dealer manager, the tender and information agent or the trustee
with respect to any series of Notes is making any recommendation as
to whether or not holders should tender or refrain from tendering
all or any portion of their Notes in response to the Tender Offers.
Holders are urged to evaluate carefully all information in the
Offer to Purchase, consult their own investment and tax advisors
and make their own decisions whether to tender Notes in the Tender
Offers, and, if so, the principal amount of Notes to tender.
About Kosmos Energy
Kosmos is a full-cycle, deepwater, independent oil and gas
exploration and production company focused along the offshore
Atlantic Margins. Our key assets include production offshore Ghana,
Equatorial Guinea and the U.S. Gulf of Mexico, as well as
world-class gas projects offshore Mauritania and Senegal. We also
pursue a proven basin exploration program in Equatorial Guinea and
the U.S. Gulf of Mexico. Kosmos is listed on the NYSE and LSE and
is traded under the ticker symbol KOS. Kosmos is engaged in a
single line of business, which is the exploration, development, and
production of oil and natural gas. Substantially all of our
long-lived assets and all of our product sales are related to
operations in four geographic areas: Ghana, Equatorial Guinea,
Mauritania/Senegal and the U.S. Gulf of Mexico.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts, included in this press
release that address activities, events or developments that Kosmos
expects, believes or anticipates will or may occur in the future
are forward-looking statements. Kosmos’ 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. Although Kosmos
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 Kosmos. When used in this press release, the
words “anticipate,” “believe,” “intend,” “expect,” “plan,” “will,”
“may,” “potential” 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 Kosmos, 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 Kosmos’ Securities and Exchange
Commission filings. Kosmos 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
press release, 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 press release.
All forward-looking statements are qualified in their entirety by
this cautionary statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20240923337767/en/
Investor Relations Jamie Buckland +44 (0) 203 954 2831
jbuckland@kosmosenergy.com or Media Relations Thomas
Golembeski +1-214-445-9674 tgolembeski@kosmosenergy.com
Kosmos Energy (NYSE:KOS)
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