UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
October 19, 2021
KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35167 | 98-0686001 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 8176 Park Lane | ||
| Dallas, Texas | 75231 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| Title of each class | Trading Symbol | Name of each exchange on which registered: | ||
| Common Stock $0.01 par value | KOS | New York Stock Exchange | ||
| London Stock Exchange |
Registrant’s telephone number, including area code: +1 214 445 9600
Not Applicable
(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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On October 19, 2021, Kosmos Energy Ltd. (“Kosmos” or “Company”) issued a press release announcing that it has commenced an offering of $400 million aggregate principal amount of senior notes due 2027 (the “New Notes”). A copy of the press release is filed herewith as Exhibit 99.1. The Company intends to use the net proceeds from the offering of the New Notes, together with cash on hand, to refinance the $400 million aggregate principal amount of private placement notes the Company issued to fund its acquisition of Anadarko WCTP Company.
The New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and unless so registered, the New Notes may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws. The New Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act and, outside the United States, to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act.
Item 9.01 Financial Statements and Other Exhibits.
(c) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release dated October 19, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant 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: October 19, 2021
| KOSMOS ENERGY LTD. | ||
| By: | /s/ NEAL D. SHAH | |
| Neal D. Shah | ||
| Senior Vice President and Chief Financial Officer | ||