Current Report Filing (8-k)
20 Décembre 2017 - 11:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 19, 2017
Cobalt International Energy, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34579
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27-0821169
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Cobalt Center
920 Memorial City Way, Suite 100
Houston, Texas
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77024
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (713)
579-9100
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form
8-K
filed by Cobalt International Energy, Inc.
(the
Company
), on December 14, 2017, the Company and certain of its U.S. affiliates (together with the Company, the
Debtors
) filed voluntary petitions for relief under chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the
Bankruptcy Court
). The Debtors chapter 11 cases are being jointly administered under the caption
In re Cobalt
International Energy, Inc., et al.
, Case
No. 17-36709
(together, the
Chapter 11 Cases
). Bankruptcy Court filings and other information related to the Chapter 11 Cases are
available at a website administered by the notice and claims agent at www.kccllc.net/cobalt.
On December 19, 2017, Cobalt
International Energy Angola Ltd., a wholly-owned subsidiary of the Company, and certain other subsidiaries of the Company named therein, executed an agreement (the
Agreement
) with the Angolan National Concessionaire
Sociedade Nacional de Combustíveis de Angola Empresa Pública and Sonangol Pesquisa e Produção, S.A. (collectively,
Sonangol
) to resolve all disputes and transition the Companys
interests in Blocks 20 and 21 offshore Angola (the
Angola Assets
) to Sonangol for $500 million. Pursuant to the Agreement, Sonangol is required to pay an initial
non-refundable
payment of $150 million on or before February 23, 2018 (the
Initial Payment
) and the final payment of $350 million on or before July 1, 2018 (the
Final Payment
). Within 48 hours
of receipt of the Initial Payment, the Company is required under the Agreement to (i) notify the relevant International Chamber of Commerce (
ICC
) arbitral tribunal of the agreement between the Company and Sonangol to
terminate the proceedings related to the joint interest receivable owed to the Company for operations on Block 21 offshore Angola (ICC Case No. 22782/TO) (the
JOA Arbitration
) and (ii) notify the relevant ICC arbitral
tribunal of the agreement between the Company and Sonangol to extend the procedural timetable by an additional four months for the proceedings related to the purchase and sale agreement (the
PSA Arbitration
) for the sale by
the Company to Sonangol of the Angola Assets (ICC Case No. 22781/TO).
The Agreement provides that all debts and obligations of Cobalt and
Sonangol to each other are extinguished, except that Cobalts claims in the PSA Arbitration will not be extinguished until Cobalts receipt of the Final Payment by July 1, 2018. As such, the Company will retain the $250 million
previously paid by Sonangol and Sonangol will no longer owe Cobalt the approximately $180 million joint interest receivable at issue in the JOA Arbitration. However, if the Initial Payment is not made by February 23, 2018, the Agreement will
automatically be rescinded in all respects. The Agreement will be filed with, and is subject to the approval of, the Bankruptcy Court.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Agreement attached as Exhibit 10.1 hereto.
Item 7.01 Regulation FD Disclosure.
On December 19, 2017, the Company issued a press release announcing the execution of the Agreement. A copy of the press release issued by
the Company is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 7.01 is
being furnished, not filed, pursuant to Item 7.01. Accordingly, this information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Forward-Looking Statements
Statements in this Current Report on Form 8-K and the exhibits filed herewith that relate to future results and events are not facts and
constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Companys current expectations, estimates and assumptions and, as such, involve
certain risks and uncertainties. The ability of the Company to predict results or the actual effects of its plans and strategies is subject to inherent uncertainty. Actual results and events in future periods may differ materially from those
expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact, including statements containing the words intends,
believes, expects, will, and similar expressions, are statements that could be deemed to be forward-looking statements. In addition, the forward-looking statements represent the Companys views as of the date
as of which they were made. The Company anticipates that subsequent events and developments may cause its views to change. However, although the Company may elect to update these forward-looking statements at some point in the future, it
specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Companys views as of any date subsequent to the date hereof. Additional factors that may cause results to differ
materially from those described in the forward-looking statements are set forth in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on March 14, 2017, under the
headings Risk Factors and Cautionary Note Regarding Forward-Looking Statements, as well as subsequent reports on Form 10-Q. Additional risks include, but are not limited to, those associated with the Companys filing for
relief under chapter 11 of the Bankruptcy Code.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 20, 2017
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Cobalt International Energy, Inc.
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By:
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/s/ Jeffrey A. Starzec
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Name:
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Jeffrey A. Starzec
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Title:
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Executive Vice President and General Counsel
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