Results of Early Tender Offer
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KOSMOS ENERGY LTD. ANNOUNCES EARLY RESULTS OF 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
DALLAS--September 23, 2024-- Kosmos Energy Ltd. (the "Offeror", "Kosmos", or the "Company") (NYSE/LSE:KOS) announced the early tender results of its previously announced series of tender offers (each a "Tender Offer" and, collectively, the "Tender Offers") to purchase for cash up to (i) $400,000,000 aggregate principal amount (the "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 the 2027 Notes, the "Notes"), subject, in the case of the 2027 Notes, to an additional sub-cap of $50,000,000 aggregate principal amount (the "2027 Notes Sub-Cap"). The Tender Offers are being made pursuant to the terms and conditions set forth in the Offer to Purchase, dated September 9, 2024 (the "Offer to Purchase"), which is available on the transaction website: https://projects.sodali.com/kosmos, subject to eligibility confirmation and registration. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.
As of 5:00 p.m., New York City time, on September 20, 2024 (such date and time, the "Early Tender Time"), according to information provided to Sodali & Co., the tender and information agent for the Tender Offers, the aggregate principal amount of each series of Notes listed in the table below has been validly tendered and not validly withdrawn in each Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Time.
The following table sets forth certain terms of the Tender Offers and the results of the Early Tender Settlement:
| Title of Security | CUSIP/ISIN Number | Outstanding Principal Amount | 2026 Notes Priority of Acceptance | Total Consideration (1) | Principal Amount Tendered at Early Tender Time | Aggregate Principal Amount Accepted for Purchase |
|---|---|---|---|---|---|---|
| 7.125% Senior Notes due 2026 issued by Kosmos Energy Ltd. (the "2026 Notes") | Rule 144A: 500688AC0 / US500688AC04 Regulation S: U5007TAA3 / USU5007TAA35 | $650,000,000 | 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") | $1,000.00 | $523,736,000 | $400,000,000 |
| Title of Security | CUSIP/ISIN Number | Outstanding Principal Amount | Acceptance Priority Level | Total Consideration (1) | Principal Amount Tendered at Early Tender Time | Aggregate Principal Amount Accepted for Purchase |
| 7.750% Senior Notes due 2027 issued by Kosmos Energy Ltd. (the "2027 Notes") | Rule 144A: 500688AF3 / US500688AF35 Regulation S: U5007TAD7 / USU5007TAD73 | $400,000,000 | 1 | $997.50 | $246,445,000 | $50,000,000 |
| 7.500% Senior Notes due 2028 issued by Kosmos Energy Ltd. (the "2028 Notes") | Rule 144A: 500688AD8 / US500688AD86 Regulation S: U5007TAB1 / USU5007TAB18 | $450,000,000 | 2 | $982.50 | $247,471,000 | $49,726,000 (2) |
- Per $1,000 principal amount of Notes tendered prior to the Early Tender Time. Includes the Early Tender Payment (as defined in the Offer to Purchase) but does not include accrued and unpaid interest on the Notes, which will also be payable as described below.
- 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.
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 September 24, 2024 (the "Early Settlement Date").
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 $1,000 principal amount of such Notes validly tendered and accepted for purchase pursuant to the applicable Tender Offer is the amount set forth in the table above under the heading "Total Consideration." The amounts set forth in the table above under "Total Consideration" already include the early tender payment for the Notes accepted for purchase. All holders of Notes accepted for purchase will also receive accrued interest from, and including, the most recent applicable interest payment date preceding the Early Settlement Date to, but not including, the Early Settlement Date, if and when such Notes are accepted for payment.
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 Merrill Lynch International at +44 20 7996 5420 or by email to DG.LM-EMEA@bofa.com.
Sodali & Co. is the tender and information agent for the Tender Offers. Any 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.
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