UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 11, 2011
Cobalt International Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-34579 |
| 27-0821169 |
(State or other Jurisdiction of |
| (Commission File Number) |
| (IRS Employer Identification No.) |
Two Post Oak Central 1980 Post Oak Boulevard, Suite 1200 Houston, Texas |
| 77056 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (713) 579-9100
N/A
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 11, 2011, Cobalt International Energy, Inc. (the “Company”), in connection with its previously announced registered underwritten public offering of shares of its common stock (the “Offering”), entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the underwriters (the “Underwriters”) named therein, pursuant to which the Company agreed to sell to the Underwriters 31,000,000 shares of its common stock at a price of $13.44 per share, and granted to the Underwriters an option to purchase up to an additional 4,650,000 shares to cover over-allotments, if any.
A copy of the Underwriting Agreement is contained in Exhibit 1.1 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. 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 Company’s public disclosures.
As of December 31, 2010, affiliates of Goldman, Sachs & Co. owned 74,868,148 shares of the Company’s common stock, representing approximately 21% of the shares of the Company’s common stock then issued and outstanding. These shares do not include shares acquired by Goldman, Sachs & Co. in market-making transactions or shares held in client accounts for which Goldman, Sachs & Co. exercises voting or investment authority or both.
The Underwriters and their respective 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. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company and its affiliates, for which they received or will receive customary fees and expenses. Additionally, Henry Cornell and Kenneth A. Pontarelli, two of the Company’s twelve directors, are managing directors of Goldman, Sachs & Co. Mr. Cornell has decided not to stand for re-election to the Company’s Board of Directors at the 2011 annual meeting. In the ordinary course of their various business activities, the Underwriters and their respective 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 account and for the accounts of their customers, and such investment and securities activities may involve the Company’s securities and/or its instruments. The Underwriters and their respective 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 8.01. Other Events.
On April 11, 2011, the Company announced that it had priced the Offering and accordingly has agreed to sell 31,000,000 shares of its common stock at a public offering price of $14.00 per share. The Offering is expected to close on April 15, 2011, subject to customary closing conditions. A press release announcing the pricing of the Offering is contained in Exhibit 99.1 hereto, which exhibit is incorporated by reference into this Item 8.01.
In connection with the Offering, the Company is filing the opinion of Davis Polk & Wardwell LLP as part of this Current Report on Form 8-K. The opinion of Davis Polk & Wardwell LLP (including the consent of Davis Polk & Wardwell LLP) is contained in Exhibit 5.1 hereto, which exhibit is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
1.1 |
| Underwriting Agreement dated April 11, 2011 |
5.1 |
| Opinion of Davis Polk & Wardwell LLP |
23.1 |
| Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) |
99.1 |
| Press Release dated April 11, 2011 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 12, 2011 |
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| Cobalt International Energy, Inc. | |
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| By: | /s/ Samuel H. Gillespie |
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| Name: | Samuel H. Gillespie |
| Title: | General Counsel and |
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| Executive Vice President |