Kosmos Energy Files 8-K: Agreements, Obligations, and Equity Sales

TL;DR

Kosmos Energy filed an 8-K detailing new financial agreements, obligations, and equity sales.

AI Summary

Kosmos Energy Ltd. announced on March 8, 2024, that it entered into a material definitive agreement related to its financial obligations. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, Kosmos Energy disclosed unregistered sales of equity securities and filed financial statements and exhibits.

Why It Matters

This filing indicates significant financial and equity-related activities for Kosmos Energy, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry financial risks.

Key Players & Entities

• Kosmos Energy Ltd. (company) — Registrant
• March 8, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 Par Value KOS New York Stock Exchan
• $400 million — pleted its previously announced sale of $400 million aggregate principal amount of its 3.125
• $50 million — option to purchase up to an additional $50 million in aggregate principal amount of Notes,
• $1,000 — .01 per share (the "Common Stock"), per $1,000 principal amount of Notes (which is equ
• $7.02 — itial conversion price of approximately $7.02 per share). The conversion rate will be
• $125,000,000 — tedness for money borrowed in excess of $125,000,000 (or its foreign currency equivalent) in
• $49.8 million — tion Counterparties"). The Company used $49.8 million of the net proceeds from the offering o
• $10.80 — set subject to a cap initially equal to $10.80 per share (which represents a premium o

Filing Documents

• dp208148_8k.htm (8-K) — 47KB
• dp208148_ex0401.htm (EX-4.1) — 892KB
• dp208148_ex0402.htm (EX-4.2) — 86KB
• dp208148_ex1001.htm (EX-10.1) — 227KB
• dp208148_ex1002.htm (EX-10.2) — 228KB
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• 0000950103-24-003601.txt ( ) — 1944KB
• kos-20240308.xsd (EX-101.SCH) — 3KB
• kos-20240308_lab.xml (EX-101.LAB) — 33KB
• kos-20240308_pre.xml (EX-101.PRE) — 22KB
• dp208148_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On March 8, 2024, Kosmos Energy Ltd. (the "Company") completed its previously announced sale of $400 million aggregate principal amount of its 3.125% convertible senior notes due 2030 (the "Notes"), which includes the full exercise of the initial purchasers' option to purchase up to an additional $50 million in aggregate principal amount of Notes, to the initial purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company issued such Notes under the indenture dated March 8, 2024 (the "Indenture") among the Company, the guarantors named therein (the "Guarantors") and Wilmington Trust, National Association, as trustee. The Indenture The Notes will bear interest at a rate of 3.125% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The Notes will mature on March 15, 2030, unless earlier converted, redeemed or repurchased. The Notes will be senior, unsecured obligations of the Company. The Notes will rank pari passu with the Company's existing senior notes and the Company's revolving credit facility. The Notes will be guaranteed (i) on a senior, unsecured basis by certain of the Company's existing subsidiaries that guarantee on a senior basis the Company's revolving credit facility and the Company's existing senior notes, and (ii) on a subordinated, unsecured basis by certain of the Company's existing subsidiaries that borrow under or guarantee the Company's commercial debt facility and guarantee on a subordinated basis the Company's revolving credit facility and the Company's existing senior notes. The initial conversion rate of the Notes is 142.4501 shares of the C

Financial Statements and Other Exhibits

Financial Statements and Other Exhibits (c) Exhibits Exhibit No. Description 4.1 Indenture dated March 8, 2024 among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee. 4.2 Form of 3.125% Convertible Senior Notes due 2030 10.1 Form of Base Capped Call Transaction Confirmation. 10.2 Form of Additional Capped Call Transaction Confirmation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Dated: March 8, 2024 KOSMOS ENERGY LTD. By: /s/ Jason E. Doughty Jason E. Doughty Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR