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):

October 15, 2013

 

KOSMOS ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Bermuda

 

001-35167

 

98-0686001

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

Clarendon House

2 Church Street

Hamilton, Bermuda

 

 

 

HM 11

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 

Registrant’s telephone number, including area code: +1 441 295 5950

 

 

(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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.  Other Events.

 

On October 10, 2013, a subsidiary of Kosmos Energy Ltd. (the “Company”), executed a petroleum agreement with the Office National des Hydrocarbures et des Mines (“ONHYM”), the national oil company of the Kingdom of Morocco, covering the Tarhazoute Offshore block, to which the Company previously held certain exploration rights under a 2011 reconnaissance contract. Under the terms of the petroleum agreement, the Company is the operator of the Tarhazoute Offshore block and has 75% participating interest. ONHYM holds a 25% carried interest in the block through the exploration period. The initial exploration period will last for two years and six months and will commence from the date specified in the exploration permits, which have yet to be finalized with the Government of Morocco and ONHYM. The exploration period may be extended for additional exploration extension periods of two years and six months and three years respectively. In the event of commercial success, the Company has the right to develop and produce oil or gas for a period of 25 years from the grant of an exploitation concession from the Government of Morocco, which may be extended for an additional period of 10 years under certain circumstances. The petroleum agreement is subject to customary government approvals.

 

On October 14, 2013, a subsidiary of the Company executed three farm-out agreements with a wholly-owned subsidiary of BP plc (“BP”), relating to three blocks in the Agadir Basin, offshore Morocco.  Under the terms of the respective farm-out agreements, BP will acquire non-operating interests of 45.0% in the Essaouira Offshore block, 26.325% in the Foum Assaka Offshore block and 45.0% in the Tarhazoute Offshore block. ONHYM will continue to hold its 25.0% carried interest in each of the three blocks through the exploration periods. BP will fund the Company’s share of the cost of one exploration well in each of the three blocks, subject to a maximum spend of $120 million per well, and pay its proportionate share of any well costs above $120 million per well. In the event a second exploration well is drilled in any block, BP shall pay 150% of its share of costs up to a cap of $120 million per well and pay its proportionate share of any well costs above $120 million per well. BP shall also pay an aggregate of approximately $36 million for its share of past costs incurred by the Company attributable to the three blocks. Completion of the transactions pursuant to the farm-out agreements is subject to customary closing conditions, including Moroccan government approvals.

 

On October 15, 2013, the Company issued a news release announcing the execution of the petroleum agreement for the Tarhazoute Offshore block and the three farm-out agreements with BP. A copy of the news release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)

 

Exhibits.

 

The following exhibits are filed as part of this current report on Form 8-K:

 

 

 

 

 

 

 

99.1

 

News Release dated October 15, 2013 announcing the execution of the petroleum agreement for the Tarhazoute Offshore block and the three farm-out agreements with BP.

 

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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: October 15, 2013

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

By:

/s/ W. Greg Dunlevy

 

 

W. Greg Dunlevy

 

 

Executive Vice President and Chief Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit No.

 

Description

99.1

 

News Release dated October 15, 2013 announcing the execution of the petroleum agreement for the Tarhazoute Offshore block and the three farm-out agreements with BP.

 

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Exhibit 99.1

 

GRAPHIC

 

NEWS RELEASE

 

KOSMOS ENERGY FINALIZES OFFSHORE AGADIR FARM-OUT AGREEMENTS WITH BP

 

Kosmos signs petroleum agreement for the Tarhazoute Offshore block

 

DALLAS, Texas, October 15, 2013 — Kosmos Energy (NYSE: KOS) today announced that it has entered into three farm-out agreements with BP plc (LSE: BP) (NYSE: BP), covering three blocks in the Agadir Basin, offshore Morocco. Under the terms of the agreements, BP will acquire a non-operating interest in each of the Essaouira Offshore, Foum Assaka Offshore and Tarhazoute Offshore blocks. BP will fund Kosmos’ share of the cost of one exploration well in each of the three blocks, subject to a maximum cost per well. In the event a second exploration well is drilled in any block, BP shall pay a disproportionate share of the well cost subject to a maximum cost per well. BP shall also pay its proportionate share of past costs. Completion of the transactions is subject to customary closing conditions, including Moroccan Government approvals.

 

Kosmos also announces that it has recently signed a petroleum agreement with the Office National des Hydrocarbures et des Mines (ONHYM) covering the Tarhazoute Offshore block, previously held under a reconnaissance contract since 2011. The Tarhazoute block is contiguous with the Essaouira and Foum Assaka blocks and will allow integrated exploration over a significant portion of the Agadir Basin, one of the last remaining underexplored salt basins along the Atlantic Margin.

 

Brian F. Maxted, Chief Executive Officer, Kosmos Energy, commented: “The Agadir Basin farm-out along with the petroleum agreement for Tarhazoute mark significant and important forward steps for Kosmos in Morocco as we prepare to commence drilling in the first half of 2014. We are delighted that BP will be joining this venture as they add significant value to our operations, particularly given their proven success in salt basin exploration and production.”

 

On closing of the transaction, the interests in the three blocks will be as follows, with ONHYM having a carried interest through the exploration period:

 

Essaouira:

 

Kosmos

 

30.0% (Operator)

 

 

BP

 

45.0%

 

 

ONHYM

 

25.0%

 

 

 

 

 

Foum Assaka:

 

Kosmos

 

29.925% (Operator)

 

 

BP

 

26.325%

 

 

Pathfinder

 

18.750%

 

 

ONHYM

 

25.000%

 



 

Tarhazoute:

 

Kosmos

 

30.0% (Operator)

 

 

BP

 

45.0%

 

 

ONHYM

 

25.0%

 

The three contiguous blocks cover approximately 25,000 km2 and water depths range up to 3,000 meters.  Pathfinder Hydrocarbon Ventures Limited is a wholly-owned subsidiary of Fastnet Oil & Gas plc (AIM: FAST).

 

About Kosmos Energy

 

Kosmos Energy is a leading independent oil and gas exploration and production company focused on frontier and emerging areas along the Atlantic Margin. The Company’s asset portfolio includes existing production and other major development projects offshore Ghana, as well as exploration licenses with significant hydrocarbon potential offshore Ireland, Mauritania, Morocco and Suriname.  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 2012 Corporate Responsibility Report.  Kosmos is listed on the New York Stock Exchange and is traded under the ticker symbol KOS. 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.

 

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CONTACT:

 

Investor Relations

Jon Cappon

+1.214.445.9669

jcappon@kosmosenergy.com

 

Media Relations

David Webster

+1.214.263.7301

dwebster@kosmosenergy.com