Kosmos Energy Ltd. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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| Item 7.01 | Regulation FD. |
On September 6, 2024, Kosmos Energy Ltd. (the “Company”) acceded two new Lenders to its reserve-based lending facility (the “Facility”), increasing total commitments by $145 million to the full Facility size of $1.35 billion. In August 2024, the Company also entered into $500 million notional amount of interest rate swaps for 2025 at a rate of approximately 3.65%.
| Item 8.01 | Other Events. |
Notes Offering and Concurrent Tender Offers
On September 9, 2024, the Company announced that it has commenced an offering of $500,000,000 aggregate principal amount of new senior notes due 2031 (the “New Notes”) and concurrent cash tender offers (the “Tender Offers”) to purchase (i) up to $400,000,000 aggregate principal amount of the Company’s outstanding 7.125% Senior Notes due 2026 and (ii) up to $100,000,000 aggregate principal amount of the Company’s outstanding 7.750% Senior Notes due 2027 and 7.500% Senior Notes due 2028, subject, in the case of the 7.750% Senior Notes due 2027, a maximum tender cap of $50,000,000 aggregate principal amount.
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. 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.
Copies of the press releases announcing the offering of New Notes and the Tender Offers are attached hereto as Exhibits 99.1 and 99.2, respectively, and are 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
| Exhibit No. | Description | |
| 99.1 | Press release dated September 9, 2024. | |
| 99.2 | Press release dated September 9, 2024. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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 9, 2024
| KOSMOS ENERGY LTD. | ||
| By: | /s/ Neal D. Shah | |
| Neal D. Shah | ||
| Senior Vice President and Chief Financial Officer | ||