Kosmos Energy Ltd. (the "Offeror", “Kosmos”, or the “Company”)
(NYSE/LSE:KOS) announces the launch of its offers to purchase for
cash (each a “Tender Offer” and, collectively, the “Tender Offers”)
up to (i) $400,000,000 aggregate principal amount (“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 2027 Notes, the “Notes”), subject, in the case of the
2027 Notes, to the 2027 Notes Sub-Cap as further detailed below.
The Offeror reserves the right to modify the 2026 Notes Cap, the
2027/2028 Notes Cap and/or the 2027 Notes Sub-Cap in its sole
discretion.
The Tender Offers are made upon the terms and subject to the
conditions set forth in the offer to purchase dated September 9,
2024 (the “Offer to Purchase”) which is available on the
transaction website (the “Transaction Website”):
https://projects.sodali.com/kosmos, subject to eligibility
confirmation and registration.
The Tender Offers will expire at 5:00 p.m., New York City time,
on October 7, 2024, unless extended or earlier terminated (such
time and date, as the same may be extended, the "Expiration Time").
Holders who tender their Notes may withdraw such Notes at any time
prior to 5:00 p.m., New York City time, on September 20, 2024 (such
time and date, as the same may be extended).
Overview of the Tender Offers
To receive the Total Consideration (as defined below), which
includes an early tender payment of $50.00 per each $1,000
principal amount of the relevant Notes accepted for purchase
pursuant to the Tender Offers (the "Early Tender Payment''),
holders must validly tender and not validly withdraw their Notes
prior to 5:00 p.m., New York City time, on September 20, 2024,
unless extended (such time, as the same may be extended, the "Early
Tender Time"). Holders who validly tender their Notes after the
Early Tender Time but at or prior to the Expiration Time will be
eligible to receive only the Tender Offer Consideration, which is
an amount equal to the Total Consideration (as defined below) minus
the Early Tender Payment.
The following table sets forth certain terms of the Tender
Offers:
Title of Notes
CUSIP/ISIN
Outstanding Principal
Amount
2026 Notes Cap
2026 Notes Priority of
Acceptance
Tender Offer Consideration
(1)(4)
Early Tender
Payment(2)
Total Consideration
(2)(3)(4)
7.125% Senior Notes due 2026
issued by Kosmos Energy Ltd. (the “2026 Notes”)
Rule 144A:
500688AC0 / US500688AC04
Regulation S: U5007TAA3 /
USU5007TAA35
$650,000,000
$400,000,000 aggregate principal
amount, subject to increase in the Offeror’s sole discretion
Tenders specifying a valid 2026
Notes Acceptance Code shall be eligible to receive priority of
acceptance in the Tender Offer (over those without), as detailed
below.
$950.00
$50.00
$1,000.00
Title of Notes
CUSIP/ISIN
Outstanding Principal
Amount
2027/2028
Notes Cap
Acceptance Priority
Level
Tender Offer Consideration
(1)(4)
Early Tender
Payment(2)
Total Consideration
(2)(3)(4)
2027 Notes Sub-Cap
7.750% Senior Notes due 2027
issued by Kosmos Energy Ltd. (the “2027 Notes”)
Rule 144A:
500688AF3 / US500688AF35
Regulation S:
U5007TAD7 / USU5007TAD73
$400,000,000
$100,000,000 aggregate principal
amount, subject to increase in the Offeror’s sole discretion
1
$947.50
$50.00
$997.50
$50,000,000, subject to increase
in the Offeror’s sole discretion
7.500% Senior Notes due 2028
issued by Kosmos Energy Ltd. (the “2028 Notes”)
Rule 144A:
500688AD8 / US500688AD86
Regulation S:
U5007TAB1 / USU5007TAB18
$450,000,000
2
$932.50
$50.00
$982.50
N/A
(1)
Per $1,000 principal amount of Notes
validly tendered after the Early Tender Time but on or prior to the
Expiration Time and accepted for purchase.
(2)
Per $1,000 principal amount of Notes
validly tendered on or prior to the Early Tender Time and accepted
for purchase.
(3)
The Total Consideration already includes
the Early Tender Payment. The Total Consideration in respect of the
2026 Notes is equal to the current optional redemption price
applying to the 2026 Notes.
(4)
Excludes Accrued Interest, which will also
be paid.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all Holders of Notes accepted for
purchase will also receive accrued and unpaid interest on such
Notes, rounded to the nearest $0.01 per $1,000 principal amount of
Notes, from and including the last interest payment date up to, but
not including, the Early Settlement Date or the Final Settlement
Date (each as defined below), as applicable.
New Notes and Allocation of the New Notes
Concurrently with this announcement of the Tender Offers, the
Offeror announced its intention to commence an offering (the “New
Notes Offering”) of new notes (the “New Notes”). Subject to the
successful closing of the New Notes Offering, the Offeror intends
to use the net proceeds from the New Notes Offering plus cash on
hand to fund the Tender Offers and associated fees and expenses.
The Tender Offers are conditioned upon, among other things, the
successful completion (in the sole determination of the Offeror) of
one or more debt financing transactions, such as the New Notes
Offering, raising aggregate amount of gross proceeds of an amount
at least equal to $500.0 million (the “Financing Condition”). The
New Notes and the guarantees in respect thereof have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act").
The Offeror is making the Tender Offers, in combination with the
New Notes Offering, as a way of managing the maturity profile of
its outstanding indebtedness.
A Holder that has validly tendered, or indicated its firm
intention to tender, its Notes in the Tender Offers prior to the
Early Tender Deadline and wishes to subscribe for New Notes in
addition to tendering Notes in the Tender Offers may, after having
made a separate application for the purchase of such New Notes to
the Dealer Manager (in its capacity as a joint bookrunner of the
issue of the New Notes), at the sole and absolute discretion of the
Offeror, receive priority in the allocation of the New Notes,
subject to the issue of the New Notes. When considering allocation
of the New Notes, the Offeror intends, but is not obligated, to
give preference to those Holders who, prior to such allocation,
have tendered, or indicated to the Offeror or any the Dealer
Manager their firm intention to tender, their Notes and subscribe
for New Notes. Holders should refer to the Offer to Purchase for
further details.
2026 Notes Priority of Acceptance in the Tender Offer
Holders of the 2026 Notes who wish to subscribe for and who are
allocated the New Notes in addition to tendering their 2026 Notes
for purchase pursuant to the Tender Offers can additionally receive
“2026 Notes Priority of Acceptance” (over those who do not
subscribe for New Notes) through the use of an acceptance code (a
“2026 Notes Acceptance Code”) for the acceptance of their 2026
Notes in the Tender Offer with respect to the 2026 Notes, subject
to satisfaction of the Financing Condition and completion of such
Tender Offer. Such 2026 Notes Priority of Acceptance may be given,
at the Offeror’s sole discretion, for an aggregate principal amount
of 2026 Notes of up to the aggregate principal amount of New Notes
allocated to the relevant Holder in the primary distribution of the
New Notes. A Holder of 2026 Notes can obtain such a 2026 Notes
Acceptance Code by contacting Merrill Lynch International at the
contact details included in the Offer to Purchase. The receipt of a
2026 Notes Acceptance Code in conjunction with the issue of the New
Notes does not constitute a tender of 2026 Notes for purchase
pursuant to the Tender Offers. Moreover, if the aggregate principal
amount of 2026 Notes validly tendered as of the Early Tender Time
exceeds the 2026 Notes Cap, not all validly tendered 2026 Notes
will be accepted for purchase (though 2026 Notes with 2026 Notes
Priority of Acceptance shall in all cases be accepted with
priority). As a result, the aggregate principal amount of New Notes
allocated to a Holder of 2026 Notes in the New Notes Offering may
exceed the aggregate principal amount of 2026 Notes accepted for
purchase from such Holder pursuant to the Tender Offer for the 2026
Notes.
No assurances can be given that any Holder of 2026 Notes that
receives a 2026 Notes Acceptance Code will be given Priority of
Acceptance, or be eligible to participate, in the Tender Offer for
the 2026 Notes. Participating in the Tender Offer for the 2026
Notes and requesting a 2026 Notes Acceptance Code are subject to
all applicable securities laws and regulations in force in any
relevant jurisdiction, including those set out under “Offer and
Distribution Restrictions”. In order for a Holder of 2026 Notes to
be eligible to receive 2026 Notes Priority of Acceptance in the
Tender Offer for 2026 Notes, an Acceptance Code must be quoted in
that Holder’s tender instruction (a “Tender and Priority Acceptance
Instruction”). Holders of 2026 Notes who wish to tender 2026 Notes
for purchase pursuant to the Tender Offer for the 2026 Notes but do
not wish to subscribe for New Notes can submit an instruction to
this effect (a “Tender Only Instruction”). Additionally, Holders of
2026 Notes who have received 2026 Notes Priority of Acceptance in
an amount equal to the aggregate principal amount of New Notes
allocated to the relevant Holder in the primary distribution of the
New Notes but wish to tender additional 2026 Notes in the Tender
Offer for the 2026 Notes may submit a separate Tender Only
Instruction in respect of such excess portion. Holders should refer
to the Offer to Purchase for further details.
2026 Notes Post-Closing Redemption
If the aggregate principal amount of 2026 Notes validly tendered
and not validly withdrawn as of the Expiration Time is less than
the 2026 Notes Cap, the Offeror intends, but is not obligated, to
redeem an aggregate principal amount of 2026 Notes at a redemption
price of 100.00% of the principal amount redeemed (plus accrued and
unpaid interest to, but excluding, the date of redemption) pursuant
to the terms of the indenture governing the 2026 Notes soon as
practicable following the Final Settlement Date, such that no more
than $250,000,000 in aggregate principal amount of 2026 Notes (or a
corresponding smaller amount, in the case that the 2026 Notes Cap
is increased) remain outstanding following the Tender Offer for the
2026 Notes and such redemption.
Acceptance and Pro-Ration
2026 Notes may be subject to proration if the aggregate
principal amount of the 2026 Notes validly tendered and not validly
withdrawn as of the Early Tender Time or the Expiration Time, as
applicable, is greater than the 2026 Notes Cap. Further, 2027 Notes
and 2028 Notes may either or both be subject to proration if the
aggregate principal amount of such Notes validly tendered and not
validly withdrawn as of the Early Tender Time or the Expiration
Time, as applicable, is greater than the 2027/2028 Notes Cap and,
with respect to the 2027 Notes, greater than the 2027 Notes
Sub-Cap. In all cases, Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time will be accepted for
purchase in priority to those thereafter, regardless of any 2026
Notes Priority of Acceptance or the Acceptance Priority Levels
(where applicable).
In respect of the 2026 Notes, as described in the Offer to
Purchase, at the Early Tender Time or the Expiration Time, as
applicable, the Offeror intends to accept for purchase Notes from
investors tendering with 2026 Notes Acceptance Codes that can be
obtained in connection with the allocation of New Notes in priority
to investors tendering without 2026 Notes Acceptance Codes. To the
extent any 2026 Notes are validly tendered with 2026 Notes
Acceptance Codes and accepted for purchase pursuant to the Tender
Offer for the 2026 Notes, the portion of the 2026 Notes Cap
available to accept for the purchase of 2026 Notes validly tendered
without 2026 Notes Acceptance Codes could be reduced significantly
or eliminated altogether.
Additional Details
It is expected that payment for Notes tendered at or prior to
the Early Tender Time and accepted for purchase will be made on
September 24, 2024 (the "Early Settlement Date"), and payment for
Notes tendered after the Early Tender Time but at or prior to the
Expiration Time and accepted for purchase will be made on October
9, 2024 (the "Final Settlement Date").
Subject to applicable law and the terms and conditions of the
Offer to Purchase, the Offeror may terminate the Tender Offers,
waive any or all of the conditions of the Tender Offers prior to
the Early Tender Time or Expiration Time, extend the Early Tender
Time or Expiration Time or amend the terms of the Tender
Offers.
The Offeror has retained Merrill Lynch International to act as
the dealer manager for the Tender Offers and Morrow Sodali Ltd. to
act as information and tender agent for the Tender Offers.
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. Questions regarding the Tender Offers
may be directed to Merrill Lynch International at +44 20 7996 5420
or by email to DG.LM-EMEA@bofa.com.
The Tender Offers are only being made pursuant to the Offer to
Purchase. Holders of the Notes are urged to carefully read the
Offer to Purchase before making any decision with respect to the
Tender Offers.
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 or New Notes,
and this press release does not constitute a notice of redemption
with respect to the 2026 Notes or any other Notes or securities. 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 Information and Tender Agent or
the trustees with respect to the 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240908449477/en/
Investor Relations Jamie Buckland +44 (0) 203 954 2831
jbuckland@kosmosenergy.com
or
Media Relations Thomas Golembeski +1-214-445-9674
tgolembeski@kosmosenergy.com
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