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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):

February 24, 2020

 

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: +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))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
 
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. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 24, 2020, Kosmos Energy Ltd. (the “Company”) issued a press release (the “Press Release”) announcing that Thomas P. Chambers, the Company’s current Senior Vice President and Chief Financial Officer, will retire in May 2020, as part of a mutually agreed succession plan. Mr. Chambers will be succeeded by Neal D. Shah, the Company’s current Senior Vice President and Deputy Chief Financial Officer, who will be appointed Senior Vice President and Chief Financial Officer of the Company, effective in May 2020. During the period between Mr. Shah’s appointment and Mr. Chambers’ retirement, Mr. Chambers will assist with the orderly transition of the duties of Chief Financial Officer to Mr. Shah.

 

Mr. Shah, age 35, joined Kosmos in 2010. He has served as the Company’s Senior Vice President and Deputy Chief Financial Officer since November 2019. As Deputy Chief Financial Officer, Mr. Shah oversees finance, treasury, investor relations, information technology and internal audit. Prior to that, he served as the Company’s Senior Vice President, Finance and Equatorial Guinea from November 2017 to November 2019, where he maintained operational oversight of our Equatorial Guinea business unit. Mr. Shah also served as the Company’s Vice President of Finance & Treasurer from December 2013 to November 2017. Mr. Shah earned his bachelor’s degree with honors in finance from the University of Texas at Austin.

 

There is no family relationship between Mr. Shah and any other executive officer or director of the Company, and there is no arrangement or understanding with any other person under which he was appointed. There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Shah has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure.

 

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits

 

99.1Press release dated February 24, 2020 announcing Mr. Chambers’ retirement and the appointment of Mr. Shah as Senior Vice President and Chief Financial Officer of the Company.

 

 

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.

 

Date: February 28, 2020

 

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

 

Exhibit 99.1

 

 

 

Kosmos Energy Appoints New Chief Financial Officer

 

February 24, 2020

 

Thomas P. Chambers to Retire as Chief Financial Officer, to be succeeded by Neal D. Shah

 

DALLAS--(BUSINESS WIRE)--Feb. 24, 2020-- Kosmos Energy Ltd. (“Kosmos”) (NYSE: KOS) (LSE: KOS) announced today that Thomas P. Chambers, who has served as senior vice president and chief financial officer since November 2014, has informed the company that he will retire in May 2020.

 

Mr. Chambers will be succeeded by Neal D. Shah, currently senior vice president and deputy chief financial officer. Mr. Shah has been with Kosmos since 2010, serving in a series of roles of increasing responsibility in finance, investor relations and, most recently, in international operations as head of the Equatorial Guinea business unit. Prior to Kosmos, Mr. Shah was an investment banker at Morgan Stanley assisting oil and gas companies.

 

Andrew G. Inglis, Kosmos’ chairman and chief executive officer, said, “Tom has been an inspirational leader during his over five-year tenure at Kosmos as we transitioned from an exploration-focused company with production from a single field in Ghana to a diversified, full-cycle exploration and production company. From the beginning, Tom has been an important member of my senior leadership team and I am grateful for his contribution to our business.”

 

Commenting on the promotion of Mr. Shah, Mr. Inglis said: “Neal is uniquely qualified to be our next CFO, having served in senior finance and operating roles at Kosmos over the last decade. Neal’s deep financial background and knowledge of our operations will be critical to ensuring we remain financially robust and create long-term shareholder value.”

 

About Kosmos Energy

 

Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused along the Atlantic Margins. Our key assets include production offshore Ghana, Equatorial Guinea and U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. We also maintain a sustainable exploration program balanced between proven basin infrastructure-led exploration (Equatorial Guinea and

 

U.S. Gulf of Mexico), emerging basins (Mauritania, Senegal and Suriname) and frontier basins (Cote d'Ivoire, Namibia, Sao Tome and Principe and South Africa). Kosmos is listed on the New York Stock Exchange and London Stock Exchange and is traded under the ticker symbol KOS. As an ethical and transparent company, Kosmos is committed to doing things the right way. The Company’s Business Principles articulate our commitment to transparency, ethics, human rights, safety and the environment. Read more about this commitment in the Kosmos 2018 Corporate Responsibility Report. For additional information, visit www.kosmosenergy.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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” 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 (“SEC”) 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.

 

View source version on businesswire.com: https://www.qbusinesswire.com/news/home/20200223005016/en/

 

Investor Relations

Jamie Buckland

+44 (0) 203 954 2831

jbuckland@kosmosenergy.com

 

Rhys Williams

+1-214-445-9693

rwilliams@kosmosenergy.com

 

Media Relations

Thomas Golembeski

+1-214-445-9674

tgolembeski@kosmosenergy.com

 

Source: Kosmos Energy Ltd.

 

Investor Relations

Jamie Buckland

+44 (0) 203 954 2831

jbuckland@kosmosenergy.com

 

Rhys Williams

+1-214-445-9693

rwilliams@kosmosenergy.com

 

Media Relations

Thomas Golembeski

+1-214-445-9674

tgolembeski@kosmosenergy.com