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):  July 25, 2014

 

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

 

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):

 

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 July 25, 2014, Kosmos Energy Ltd. (the “Company”)  issued a press release announcing the pricing of its private offering to eligible purchasers of $300 million aggregate principal amount of senior secured notes due 2021 (the “Offering”).  The Offering is expected to close on August 1, 2014 subject to customary closing conditions. The Company is filing a copy of the press release as Exhibit 99.1 hereto, which is incorporated by reference to this Item 8.01.

 

The press release was issued pursuant to, and in accordance with, Rule 135c under the Securities Act of 1933 (as amended), and is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

 

Item 9.01                                           Financial Statements and Other Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated July 25, 2014.

 

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SIGNATURES

 

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.

 

Dated:           July 25, 2014

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

 

 

By:

/s/ W. Greg Dunlevy

 

 

W. Greg Dunlevy

 

 

Chief Financial Officer and Executive Vice President

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated July 25, 2014.

 

4