Current Report Filing (8-k)
February 18 2020 - 6:27AM
Edgar (US Regulatory)
0001509991
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0001509991
2020-02-11
2020-02-11
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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):
February 11, 2020
KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in
its Charter)
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Delaware
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001-35167
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98-0686001
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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8176 Park Lane
Dallas, Texas
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75231
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: +214-445-9600
Not
Applicable
(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):
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☐
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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KOS
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New York Stock Exchange
London Stock Exchange
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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
On February 11, 2020, Kosmos Energy Mauritania
and Kosmos Energy Investments Senegal Limited (affiliates of Kosmos Energy Ltd.), BP Mauritania Investments Limited and BP Senegal
Investments Limited (affiliates of BP plc), La Société Mauritanienne Des Hydrocarbures et de Patrimoine Minier (the
National Oil Company of Mauritania) and La Société Des Pétroles du Sénégal (the National Oil
Company of Senegal), collectively (the “Seller Group”) and BP Gas Marketing Limited (the “Buyer”) signed an LNG Sale and Purchase Agreement (the “SPA”).
Pursuant to the terms of the SPA and subject
to the more detailed provisions and conditions set forth therein:
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Annual Contract Quantity: The Seller Group will sell and make available for delivery from the Greater Tortue/Ahmeyim
Field located offshore Mauritania and Senegal, and the Buyer will take and pay for, or pay for if not taken, cargoes of liquefied
natural gas (“LNG”) with an annual contract quantity of 127,951,000 MMBTU (the “ACQ”) (equivalent
to approximately 2.45 million tonnes per annum). The ACQ is subject to limited downward adjustment by the Seller Group.
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LNG Production and Transportation: The Buyer will lift LNG cargoes free on board (FOB) from a loading terminal adjacent
to the floating LNG production facilities.
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Sales Price:
The Buyer will pay the Seller Group a price for LNG set as a percentage of a crude oil
price benchmark for the ACQ volumes (the “ACQ Sales Price”). Cargos
will be invoiced and paid for cargo-by-cargo. For LNG quantities delivered during the
commissioning period and for LNG quantities delivered annually in excess of the ACQ,
the Buyer will pay a price equal to the lower of the ACQ Sales Price or a percentage
of a gas index price with a fixed deduction for transportation and other costs.
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Term: The SPA has a ten-year term that commences on the “Commercial Operations Date”, which occurs after
completion of certain LNG project facilities’ performance tests. The SPA allows for the Seller Group to extend the SPA term
for up to an additional ten years.
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Take or Pay and Make-Up: The Buyer is subject to a cargo-by-cargo take or pay commitment with make-up rights.
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Seller Group’s Failure to Deliver: If the Seller Group fails to make available all or part of a cargo (except
as a result of force majeure (as defined within the SPA) or due to the fault of the Buyer), the Seller Group shall pay an amount
equal to the difference between the scheduled cargo quantity and the quantity actually taken, multiplied by a defined percentage
of the applicable sales price.
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Termination Rights: Customary default-based suspension and termination rights apply to each of the Seller Group and
the Buyer under the SPA.
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The foregoing description of the SPA is not complete
and is qualified in its entirety by reference to the text of the SPA, a copy of which will be filed as an exhibit to Kosmos Energy
Ltd.’s Annual Report on Form 10-K later this year.
Item 8.01 Other Events
A copy of the press release relating to the SPA is filed as
Exhibit 99.1 hereto and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits
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: February
18, 2020
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KOSMOS ENERGY LTD.
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By:
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/s/ Jason E. Doughty
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Jason E. Doughty
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Senior Vice President, General Counsel and Corporate Secretary
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Kosmos Energy (NYSE:KOS)
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