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): September 10, 2024
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) |
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)) |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | | KOS | | New York Stock Exchange London Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
On September 10, 2024, the Company announced that it has priced an offering of $500,000,000 aggregate principal amount of its 8.750% senior notes due 2031 (the “New Notes”). The offering is expected to close on September 24, 2024, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering of the New Notes, together with cash on hand, to fund the tender offers for a portion of its 7.125% Senior Notes due 2026, 7.750% Senior Notes due 2027 and 7.500% Senior Notes due 2028 and to pay any related premiums, fees and expenses.
The New Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities or blue sky laws. The New Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States, to non-U.S. persons in compliance with Regulation S under the Securities Act.
A copy of the press releases announcing the pricing of the New Notes is attached hereto as Exhibits 99.1 and is incorporated herein by reference.
This report is neither an offer to sell nor a solicitation of an offer to buy the New Notes or any other securities, and it does not constitute an offer to purchase or a solicitation to sell any notes subject to the tender offers or any other securities or a conditional notice of partial redemption with respect to any securities. This report shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the New Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
| | Item 9.01 | Financial Statements and Other Exhibits |
(c) Exhibits
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: September 10, 2024
| | KOSMOS ENERGY LTD. |
| | | |
| | | |
| | By: | /s/ Neal D. Shah |
| | | Neal D. Shah |
| | | Senior Vice President and Chief Financial Officer |
