Current Report Filing (8-k)
December 14 2017 - 5:16AM
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 13, 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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 1.03 Bankruptcy or Receivership.
Commencement of Bankruptcy Cases
On
December 14, 2017, Cobalt International Energy, Inc. (the
Company
) and its affiliates listed on Exhibit 99.1 hereto (such affiliates, together with the Company, the
Debtors
), which
Exhibit is incorporated herein by reference, filed voluntary petitions for relief (collectively, the
Petitions
and, the cases commenced thereby, the
Chapter 11 Cases
) under chapter 11 of the United
States Bankruptcy Code (the
Bankruptcy Code
) in the United States Bankruptcy Court for the Southern District of Texas (the
Bankruptcy Court
). The Debtors have filed a motion with the Bankruptcy
Court seeking to jointly administer the Chapter 11 Cases under the caption
In re Cobalt International Energy, Inc., et al.
No trustee has been appointed and the Company will continue to manage itself and its affiliates and operate their businesses as debtors
in possession subject to the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. To assure ordinary course operations, the Debtors are seeking
approval from the Bankruptcy Court of a variety of first day motions, including motions that authorize the Debtors to use the cash collateral (as defined in Section 363(a) of the Bankruptcy Code), maintain their existing cash
management system and other customary relief.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an
Off-Balance
Sheet Arrangement.
The commencement of the Chapter 11 Cases
constitutes an event of default that accelerated the Companys or the Debtors obligations, as the case may be, under the following debt documents (collectively, the
Debt Documents
). Any efforts to enforce such
obligations under the Debt Documents are automatically stayed as a result of the filing of the Petitions and the holders rights of enforcement in respect of the Debt Documents are subject to the applicable provisions of the Bankruptcy Code.
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$500,000,000 in unpaid principal, plus interest, fees, and other expenses, arising under or in connection with the 10.750% First-Lien Senior Secured Notes due 2021 issued pursuant to that certain Senior Secured Notes
Indenture, dated as of December 6, 2016, as amended and supplemented, by and among the Company, as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent;
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$934,732,000 in unpaid principal, plus interest, fees, and other expenses, arising under or in connection with the 7.750% Second-Lien Senior Secured Notes due 2023 issued pursuant to that certain Senior Secured Notes
Indenture, dated as of December 6, 2016, as amended and supplemented, by and among the Company, as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent;
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$786,895,000 in unpaid principal, plus interest, fees, and other expenses, arising under or in connection with the 3.125% Convertible Senior Notes due 2024 issued pursuant to that certain Senior Indenture dated
December 17, 2012 by and between the Company and Wells Fargo Bank, National Association, as trustee, and that certain First Supplemental Indenture dated December 17, 2012 by and between the Company and Wells Fargo Bank, National
Association, as trustee; and
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$619,167,000 in unpaid principal, plus interest, fees, and other expenses, arising under or in connection with the 2.625% Convertible Senior Notes due 2019 issued pursuant to that certain Senior Indenture dated
December 17, 2012 by and between the Company and Wells Fargo Bank, National Association, as trustee, and that certain Second Supplemental Indenture dated May 13, 2014 by and between the Company and Wells Fargo Bank, National Association,
as trustee.
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On December 14, 2017, the Company issued a press release announcing the filing of the Chapter 11 Cases. A
copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On December 13, 2017, the Company was notified by the New York Stock Exchange (
NYSE
) that the
NYSE had determined to commence proceedings to delist the Companys common stock from the NYSE. These proceedings are a result of the Companys failure to comply with the continued listing standard set forth in Section 802.01B of the
NYSE Listed Company Manual that required the Company to maintain an average global market capitalization over a consecutive
30-day
trading period of at least $15.0 million for the Companys common
stock. The NYSE suspended the trading of the Companys common stock at the close of trading on December 13, 2017. In addition, the NYSE advised the Company that its application to the Securities and Exchange Commission
(
SEC
) to delist the Companys common stock was pending, subject to the completion of applicable procedures.
Effective December 14, 2017, the Companys common stock is expected to begin trading on the OTC Pink marketplace under the symbol
CIEI. The Company can provide no assurance that its common stock will begin or continue to trade on this market, whether broker-dealers will begin or continue to provide public quotes of the Companys common stock on this market,
whether the trading volume of the Companys common stock will be sufficient to provide for an efficient trading market or whether quotes for the Companys common stock may be blocked by OTC Markets Group in the future. The Company will
remain subject to the public reporting requirements of the SEC following the trading of its common units on the OTC Pink marketplace.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 14, 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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