Kosmos Energy Ltd - Results of Early Tender Offer
As of
The following table sets forth certain terms of the Tender Offers and the results of the Early Tender Settlement:
Title of |
CUSIP/ISIN |
|
2026 Notes Priority of Acceptance |
Total |
Principal Amount Tendered at Early Tender Time |
Aggregate Principal Amount Accepted for Purchase |
7.125% Senior Notes due 2026 issued by |
Rule 144A: Regulation S: U5007TAA3 / USU5007TAA35 |
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Tenders specifying a valid 2026 Notes Acceptance Code (as described in the Offer to Purchase) were eligible to receive priority of acceptance in the Tender Offer (such 2026 Notes, the "Priority 2026 Notes")
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Title of |
CUSIP/ISIN |
Outstanding |
Acceptance |
Total |
Principal Amount Tendered at Early Tender Time |
Aggregate Principal Amount Accepted for Purchase |
7.750% Senior Notes due 2027 issued by |
Rule 144A: 500688AF3 / US500688AF35
U5007TAD7 / USU5007TAD73 |
|
1 |
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Rule 144A: 500688AD8 / US500688AD86
U5007TAB1 / USU5007TAB18
|
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2 |
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(1) Per
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(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. |
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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
As the aggregate principal amount of 2026 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time exceeded the 2026 Notes Cap, no 2026 Notes tendered after the Early Tender Time will be accepted for purchase.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
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
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 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
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'
Source:
CONTACT: Investor Relations
+44 (0) 203 954 2831
jbuckland@kosmosenergy.com
or
Media Relations
+1-214-445-9674
tgolembeski@kosmosenergy.com
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