REG - Kosmos Energy Ltd - Results of Early Tender Offer

Kosmos EnergyAnnouncement

23/09/2024 14:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240923:nRSW2804Fa&default-theme=true

RNS Number : 2804F  Kosmos Energy Limited  23 September 2024

 

KOSMOS ENERGY LTD. ANNOUNCES EARLY RESULTS OF CASH TENDER OFFERS FOR UP TO
$400 MILLION PRINCIPAL AMOUNT OF 7.125% SENIOR NOTES DUE 2026 AND UP TO $100
MILLION AGGREGATE PRINCIPAL AMOUNT OF 7.750% SENIOR NOTES DUE 2027 AND 7.500%
SENIOR NOTES DUE 2028

 

DALLAS--September 23, 2024-- Kosmos Energy Ltd. (the "Offeror", "Kosmos", or
the "Company") (NYSE/LSE:KOS) announced the early tender results of its
previously announced series of tender offers (each a "Tender Offer" and,
collectively, the "Tender Offers") to purchase for cash up to (i) $400,000,000
aggregate principal amount (the "2026 Notes Cap") of the Offeror's outstanding
7.125% Senior Notes due 2026 (the "2026 Notes") and (ii) up to $100,000,000
aggregate principal amount (the "2027/2028 Notes Cap") of the Offeror's
outstanding 7.750% Senior Notes due 2027 (the "2027 Notes") and its 7.500%
Senior Notes due 2028 (the "2028 Notes" and, together with the 2026 Notes and
the 2027 Notes, the "Notes"), subject, in the case of the 2027 Notes, to an
additional sub-cap of $50,000,000 aggregate principal amount (the "2027 Notes
Sub-Cap"). The Tender Offers are being made pursuant to the terms and
conditions set forth in the Offer to Purchase, dated September 9, 2024 (the
"Offer to Purchase"), which is available on the transaction website:
 https://projects.sodali.com/kosmos, subject to eligibility confirmation and
registration. The Company refers investors to the Offer to Purchase for the
complete terms and conditions of the Tender Offers.

As of 5:00 p.m., New York City time, on September 20, 2024 (such date and
time, the "Early Tender Time"), according to information provided to Sodali
& Co., the tender and information agent for the Tender Offers, the
aggregate principal amount of each series of Notes listed in the table below
has been validly tendered and not validly withdrawn in each Tender Offer.
Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on
the Early Tender Time.

The following table sets forth certain terms of the Tender Offers and the
results of the Early Tender Settlement:

 Title of                                                                        CUSIP/ISIN                               Outstanding   2026 Notes Priority of Acceptance                                           Total                                                                 Aggregate Principal Amount Accepted for Purchase

Security
Number
Principal
Consideration((1))

Amount                                                                                                        Principal Amount Tendered at Early Tender Time
 7.125% Senior Notes due 2026 issued by Kosmos Energy Ltd. (the "2026 Notes")    Rule 144A:                               $650,000,000  Tenders specifying a valid 2026 Notes Acceptance Code (as described in the  $1,000.00            $523,736,000                                     $400,000,000

500688AC0 / US500688AC04                              Offer to Purchase) were eligible to receive priority of acceptance in the

                                                      Tender Offer (such 2026 Notes, the "Priority 2026 Notes")
                                                                                 Regulation S: U5007TAA3 / USU5007TAA35

 Title of                                                                        CUSIP/ISIN                               Outstanding   Acceptance                                                                  Total                Principal Amount Tendered at Early Tender Time   Aggregate Principal Amount Accepted for Purchase

Security
Number
Principal
Priority
Consideration((1))

Amount
Level
 7.750% Senior Notes due 2027 issued by Kosmos Energy Ltd.  (the "2027 Notes")   Rule 144A:                               $400,000,000  1                                                                           $997.50              $246,445,000                                     $50,000,000

                                                                                 500688AF3 / US500688AF35

                                                                                 Regulation S:

                                                                                 U5007TAD7 / USU5007TAD73
 7.500% Senior Notes due 2028 issued by Kosmos Energy Ltd.  (the "2028 Notes")                                            $450,000,000  2                                                                           $982.50              $247,471,000                                     $49,726,000((2))

                                                                                 Rule 144A:

                                                                                 500688AD8 / US500688AD86

                                                                                 Regulation S:

                                                                                 U5007TAB1 / USU5007TAB18

 (1)       Per $1,000 principal amount of Notes tendered prior to the
 Early Tender Time. Includes the Early Tender Payment (as defined in the Offer
 to Purchase) but does not include accrued and unpaid interest on the Notes,
 which will also be payable as described below.

 (2)       Due to the application of adjustments related to minimum
 denominations with respect to tenders of the 2028 Notes, the aggregate
 principal amount of 2028 Notes accepted for purchase, when combined with the
 aggregate principal amount of 2027 Notes accepted for purchase, is below the
 2027/2028 Notes Cap. However, because the aggregate principal amount of 2028
 Notes tendered was greater than the 2027/2028 Notes Cap (when combined with
 the aggregate principal amount of 2027 Notes accepted for purchase), the
 Offeror will not accept additional 2028 Notes for purchase following the Early
 Tender Time.

All conditions were satisfied or waived by the Company at the Early Tender
Time. The Company has elected to exercise its right to make payment for Notes
that were validly tendered at or prior to the Early Tender Time and that are
accepted for purchase on September 24, 2024 (the "Early Settlement Date").

As the aggregate principal amount of 2026 Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Time exceeded the 2026 Notes
Cap, no 2026 Notes tendered after the Early Tender Time will be accepted for
purchase. All Priority 2026 Notes validly tendered and not validly withdrawn,
and which were eligible for priority of acceptance under the terms of the
Tender Offer, will be accepted for purchase without proration. The 2026 Notes
validly tendered and not validly withdrawn without an Acceptance Code that
will be accepted for purchase will be subject to a proration factor of
46.2980%, with further adjustments as necessary to account for the minimum
denominations applicable to the 2026 Notes.

As the aggregate principal amount of 2027 Notes validly tendered and not
validly withdrawn exceeded the 2027 Notes Sub-Cap, and the aggregate principal
amount of 2028 Notes validly tendered and not validly withdrawn prior to the
Early Tender Time, when combined with a principal amount of 2027 Notes equal
to the 2027 Notes Sub-Cap,  exceeded the 2027/2028 Notes Cap, (i) no 2027
Notes or 2028 Notes tendered after the Early Tender Time will be accepted for
purchase, and (ii) each of the 2027 Notes and 2028 Notes accepted for purchase
will be subject to proration. The 2027 Notes accepted for purchase will be
subject to a proration factor of 23.7779%, and the 2028 Notes accepted for
purchase will be subject to a proration factor of 24.9990%, in each case with
further adjustments as necessary to account for the minimum denominations
applicable to the 2027 Notes and 2028 Notes.

Notes tendered and not purchased on the Early Settlement Date will be returned
to holders promptly after the Early Settlement Date. The consideration to be
paid for the Notes validly tendered and not validly withdrawn at or prior to
the Early Tender Time per $1,000 principal amount of such Notes validly
tendered and accepted for purchase pursuant to the applicable Tender Offer is
the amount set forth in the table above under the heading "Total
Consideration." The amounts set forth in the table above under "Total
Consideration" already include the early tender payment for the Notes accepted
for purchase. All holders of Notes accepted for purchase will also receive
accrued interest from, and including, the most recent applicable interest
payment date preceding the Early Settlement Date to, but not including, the
Early Settlement Date, if and when such Notes are accepted for payment.

Information Relating to the Tender Offers

The complete terms and conditions of the Tender Offers are set forth in the
Offer to Purchase. Investors with questions regarding the terms and conditions
of the Tender Offers may contact Merrill Lynch International at +44 20 7996
5420 or by email to DG.LM-EMEA@bofa.com (mailto:DG.LM-EMEA@bofa.com) .

Sodali & Co. is the tender and information agent for the Tender Offers.
Any questions regarding procedures for tendering Notes may be directed to
Sodali & Co at Hong Kong: +852 2319 4130, London: +44 20 4513 6933,
Stamford: +1 203 658 9457 or by email to kosmos@investor.sodali.com.

This press release does not constitute an offer to sell or purchase, or a
solicitation of an offer to sell or purchase, or the solicitation of tenders
with respect to, the Notes. No offer, solicitation, purchase or sale will be
made in any jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Tender Offers are being made solely pursuant to the Offer to
Purchase made available to holders of the Notes. None of the Company or its
affiliates, their respective boards of directors, the dealer manager, the
tender and information agent or the trustee with respect to any series of
Notes is making any recommendation as to whether or not holders should tender
or refrain from tendering all or any portion of their Notes in response to the
Tender Offers. Holders are urged to evaluate carefully all information in the
Offer to Purchase, consult their own investment and tax advisors and make
their own decisions whether to tender Notes in the Tender Offers, and, if so,
the principal amount of Notes to tender.

About Kosmos Energy

Kosmos is a full-cycle, deepwater, independent oil and gas exploration and
production company focused along the offshore Atlantic Margins. Our key assets
include production offshore Ghana, Equatorial Guinea and the U.S. Gulf of
Mexico, as well as world-class gas projects offshore Mauritania and Senegal.
We also pursue a proven basin exploration program in Equatorial Guinea and the
U.S. Gulf of Mexico. Kosmos is listed on the NYSE and LSE and is traded under
the ticker symbol KOS. Kosmos is engaged in a single line of business, which
is the exploration, development, and production of oil and natural gas.
Substantially all of our long-lived assets and all of our product sales are
related to operations in four geographic areas: Ghana, Equatorial Guinea,
Mauritania/Senegal and the U.S. Gulf of Mexico.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements, other than statements of historical
facts, included in this press release that address activities, events or
developments that Kosmos expects, believes or anticipates will or may occur in
the future are forward-looking statements. Kosmos' estimates and
forward-looking statements are mainly based on its current expectations and
estimates of future events and trends, which affect or may affect its
businesses and operations. Although Kosmos believes that these estimates and
forward-looking statements are based upon reasonable assumptions, they are
subject to several risks and uncertainties and are made in light of
information currently available to Kosmos. When used in this press release,
the words "anticipate," "believe," "intend," "expect," "plan," "will," "may,"
"potential" or other similar words are intended to identify forward-looking
statements. Such statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of Kosmos, which may cause
actual results to differ materially from those implied or expressed by the
forward-looking statements. Further information on such assumptions, risks and
uncertainties is available in Kosmos' Securities and Exchange Commission
filings. Kosmos undertakes no obligation and does not intend to update or
correct these forward-looking statements to reflect events or circumstances
occurring after the date of this press release, except as required by
applicable law. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release. All forward-looking statements are qualified in their entirety by
this cautionary statement.

 

 

 

 

Source: Kosmos Energy Ltd.

CONTACT: Investor Relations

Jamie Buckland

+44 (0) 203 954 2831
jbuckland@kosmosenergy.com (mailto:jbuckland@kosmosenergy.com)

or

Media Relations

Thomas Golembeski

+1-214-445-9674
tgolembeski@kosmosenergy.com (mailto:tgolembeski@kosmosenergy.com)

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RTEBDGDCUSDDGSX