REG - Kosmos Energy Ltd - Tender Offer
09/09/2024 07:30
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RNS Number : 3309D Kosmos Energy Limited 09 September 2024
KOSMOS ENERGY LTD ANNOUNCES CASH TENDER OFFERS FOR UP TO $400 MILLION
PRINCIPAL AMOUNT OF 7.125% SENIOR NOTES DUE 2026 AND UP TO $100 MILLION
AGGREGATE PRINCIPAL AMOUNT OF 7.750% SENIOR NOTES DUE 2027 AND 7.500% SENIOR
NOTES DUE 2028
September 9, 2024 - 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: $650,000,000 $400,000,000 aggregate principal amount, subject to increase in the Offeror's Tenders specifying a valid 2026 Notes Acceptance Code shall be eligible to $950.00 $50.00 $1,000.00
sole discretion receive priority of acceptance in the Tender Offer (over those without), as
500688AC0 / US500688AC04 detailed below.
Regulation S: U5007TAA3 / USU5007TAA35
Title of Notes CUSIP/ISIN Outstanding Principal Amount 2027/2028 Acceptance Priority Level Tender Offer Consideration (1)(4) Early Tender Payment(2) Total Consideration (2)(3)(4) 2027 Notes Sub-Cap
Notes Cap
7.750% Senior Notes due 2027 issued by Kosmos Energy Ltd. (the "2027 Notes") Rule 144A: $400,000,000 $100,000,000 aggregate principal amount, subject to increase in the Offeror's 1 $947.50 $50.00 $997.50 $50,000,000, subject to increase in the Offeror's sole discretion
sole discretion
500688AF3 / US500688AF35
Regulation S:
U5007TAD7 / USU5007TAD73
7.500% Senior Notes due 2028 issued by Kosmos Energy Ltd. (the "2028 Notes") Rule 144A: $450,000,000 2 $932.50 $50.00 982.50 N/A
500688AD8 / US500688AD86
Regulation S:
U5007TAB1 / USU5007TAB18
(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 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 purchase 2026 Notes
validly tendered without 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 (mailto:DG.LM-EMEA@bofal.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.
Source: Kosmos Energy Ltd.
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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