As filed with the Securities and Exchange Commission on February 21, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO.333-215280
UNDER
THE SECURITIES ACT OF 1933
Cobalt International Energy, Inc.*
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1311 | 27-0821169 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | ||
920 Memorial City Way, Suite 100 Houston, Texas 77024 (713)579-9100 | Jeffrey A. Starzec Executive Vice President and General Counsel 920 Memorial City Way, Suite 100 Houston, Texas 77024 (713)579-9100 | |||
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
*TABLE OF ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS
| ||||
| Name† | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | ||
Cobalt International Energy GP, LLC | Delaware | 20-4147374 | ||
Cobalt International Energy, L.P. | Delaware | 20-3782411 | ||
Cobalt GOM LLC | Delaware | 26-3137188 | ||
Cobalt GOM #1 LLC | Delaware | 26-3137262 | ||
Cobalt GOM #2 LLC | Delaware | 26-3137316 | ||
| ||||
| ||||
| † | The address, including zip code, and telephone number, including area code, of the principal executive offices of each registrant is 920 Memorial City Way, Suite 100 Houston, Texas 77024;(713) 579-9100. |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 filed by Cobalt International Energy, Inc., a Delaware corporation (the “Company”), and the additional subsidiary guarantor registrants named herein (the “Subsidiaries” and, together with the Company, the “Registrants”), deregisters all securities remaining unissued under the following Registration Statement on FormS-3 (the “Registration Statement”) filed by the Registrants with the Securities and Exchange Commission:
| • | Registration Statement on FormS-3 (No.333-215280), originally filed on December 22, 2016, as amended by Amendment No. 1 filed on January 13, 2017, registering an aggregate of $1,000,000,000 of common stock, preferred stock, debt securities (including related guarantees by the Subsidiaries), warrants, purchase contracts and units of the Company. |
As previously disclosed, on December 14, 2017, the Registrants filed voluntary petitions for relief (and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The Chapter 11 Cases are being administered jointly under the captionIn re Cobalt International Energy, Inc., et al., CaseNo. 17-36709.
As a result of the Chapter 11 Cases, the Registrants have terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Registrants hereby remove from registration by means of this Post-Effective Amendment No. 1 all of such securities registered but unsold under the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on February 21, 2018.
| COBALT INTERNATIONAL ENERGY, INC. | ||
| By: | /s/ DAVID D. POWELL | |
| Name: David D. Powell | ||
| Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 has been signed below by the following persons in the capacities and on the dates indicated below.
/S/ TIMOTHY J. CUTT Timothy J. Cutt | Chief Executive Officer and Director (Principal Executive Officer) | February 21, 2018 | ||
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer (Principal Financial and Principal Accounting Officer) | February 21, 2018 | ||
/S/ WILLIAM P. UTT William P. Utt | Chairman of the Board of Directors | February 21, 2018 | ||
/S/ JACK E. GOLDEN Jack E. Golden | Director | February 21, 2018 | ||
/S/ JOHN E. HAGALE John E. Hagale | Director | February 21, 2018 | ||
/S/ PAUL KEGLEVIC Paul Keglevic | Director | February 21, 2018 | ||
/S/ JON A. MARSHALL Jon A. Marshall | Director | February 21, 2018 | ||
/S/ KENNETH W. MOORE Kenneth W. Moore | Director | February 21, 2018 | ||
/S/ MYLES W. SCOGGINS Myles W. Scoggins | Director | February 21, 2018 | ||
/S/ D. JEFF VAN STEENBERGEN D. Jeff van Steenbergen | Director | February 21, 2018 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on February 21, 2018.
| COBALT INTERNATIONAL ENERGY GP, LLC | ||
| By: | /s/ DAVID D. POWELL | |
Name: David D. Powell | ||
Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 has been signed below by the following persons in the capacities and on the dates indicated below.
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer (Principal Executive Officers, Principal Financial and Principal Accounting Officer) | February 21, 2018 | ||
Sole Member: Cobalt International Energy, Inc. | ||||
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer | February 21, 2018 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on February 21, 2018.
COBALT INTERNATIONAL ENERGY, L.P. By: Cobalt International Energy GP, LLC | ||
| By: | /s/ DAVID D. POWELL | |
Name: David D. Powell | ||
Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 has been signed below by the following persons in the capacities and on the dates indicated below.
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer (Principal Executive Officers, Principal Financial and Principal Accounting Officer) | February 21, 2018 | ||
General Partner: By: Cobalt International Energy GP, LLC By: Cobalt International Energy, Inc., its sole member | ||||
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer | February 21, 2018 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on February 21, 2018.
| COBALT GOM LLC | ||
| By: | /s/ DAVID D. POWELL | |
Name: David D. Powell | ||
Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 has been signed below by the following persons in the capacities and on the dates indicated below.
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer (Principal Executive Officers, Principal Financial and Principal Accounting Officer) | February 21, 2018 | ||
Member: Cobalt International Energy, L.P. By: Cobalt International Energy GP, LLC, its general partner By: Cobalt International Energy, Inc., its sole member | ||||
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer | February 21, 2018 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on February 21, 2018.
COBALT GOM #1 LLC | ||
| By: | /s/ DAVID D. POWELL | |
Name: David D. Powell | ||
Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 has been signed below by the following persons in the capacities and on the dates indicated below.
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer (Principal Executive Officers, Principal Financial and Principal Accounting Officer) | February 21, 2018 | ||
Member: Cobalt GOM LLC By: Cobalt International Energy, L.P., its sole member By: Cobalt International Energy GP, LLC, its general partner By: Cobalt International Energy, Inc., its sole member | ||||
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer | February 21, 2018 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on February 21, 2018.
COBALT GOM #2 LLC | ||
| By: | /s/ DAVID D. POWELL | |
Name: David D. Powell | ||
Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement onForm S-3 has been signed below by the following persons in the capacities and on the dates indicated below.
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer (Principal Executive Officers, Principal Financial and Principal Accounting Officer) | February 21, 2018 | ||
Member: Cobalt GOM LLC By: Cobalt International Energy, L.P., its sole member By: Cobalt International Energy GP, LLC, its general partner By: Cobalt International Energy, Inc., its sole member | ||||
/S/ DAVID D. POWELL David D. Powell | Chief Financial Officer | February 21, 2018 | ||
