Cobalt International Energy, Inc. Prices Convertible Senior Notes Offering

HOUSTON--()--Cobalt International Energy, Inc. (“Cobalt”) (NYSE: CIE) today announced the pricing of a registered underwritten public offering of $1,150,000,000 aggregate principal amount of its 3.125% convertible senior notes due 2024 (the “Notes”). Cobalt has granted the underwriters of this offering the right to purchase, for a period beginning on the date hereof and ending on the date that is 12 days after the original issue date, up to an additional $150,000,000 aggregate principal amount of the Notes on the same terms and conditions to solely cover over-allotments, if any.

The Notes will be Cobalt’s senior unsecured obligations and will bear interest at a rate of 3.125% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2014. The Notes will mature on May 15, 2024, unless earlier repurchased, redeemed or converted in accordance with their terms.

The Notes will be convertible at the holder’s option, under certain circumstances and during certain periods, into cash, shares of Cobalt’s common stock or a combination of cash and shares of Cobalt’s common stock, at Cobalt’s election. The conversion rate will initially be 43.3604 shares of common stock per $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $23.06 per share of common stock), subject to customary adjustments. In addition, following certain corporate events that occur prior to the maturity date, in certain circumstances, Cobalt will increase the conversion rate for a holder who elects to convert its Notes.

Cobalt may not redeem the Notes prior to May 15, 2019. On or after May 15, 2019, Cobalt may redeem for cash all or any portion of the Notes, at its option, but only if the last reported sale price of Cobalt’s common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period ending on, and including, the second trading day immediately preceding the date on which Cobalt provides notice of redemption, exceeds $30.00 (subject to customary adjustments) on each applicable trading day. The redemption price will equal 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Cobalt expects to close the offering on May 13, 2014, subject to satisfaction of customary closing conditions.

The proceeds to the Company, before expenses, are expected to be approximately $1,124,125,000. Cobalt intends to use the net proceeds from the sale of the Notes to fund its capital expenditures and for general corporate purposes.

Goldman, Sachs & Co. and RBC Capital Markets, LLC are acting as joint book-running managers for the offering.

The offering is being made pursuant to an effective shelf registration statement, including a prospectus and a prospectus supplement relating to the offering, filed by Cobalt with the Securities and Exchange Commission (“SEC”). When available, copies of the prospectus and the prospectus supplement relating to the offering may be obtained for free by visiting the SEC website at www.sec.gov. Alternatively, copies of the prospectus and the preliminary prospectus supplement may be obtained from Goldman, Sachs & Co., 200 West St., New York, NY 10282, Attention: Prospectus Department, by calling 866-471-2526 or by emailing prospectusi-ny@ny.email.gs.com, or RBC Capital Markets, LLC, 3 World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Attention: Equity Syndicate, by calling 877-822-4089 or by faxing 212-428-6260.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer or sale of these securities will be made only by means of a prospectus, including a prospectus supplement, forming a part of the related registration statement.

About Cobalt

Cobalt is an independent exploration and production company with operations in the deepwater U.S. Gulf of Mexico and offshore Angola and Gabon in West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 — that is, statements related to future, not past, events. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address Cobalt’s expected future business and financial performance, and often contain words such as “anticipate,” “believe,” “intend,” “expect,” “plan,” “will” or other similar words. These forward-looking statements involve certain risks and uncertainties that ultimately may not prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. For further discussion of risks and uncertainties, individuals should refer to Cobalt’s SEC filings. Cobalt undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release, other than as required by law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.

Contacts

Cobalt International Energy, Inc.
Investor Relations:
John P. Wilkirson, +1-713-452-2322
Chief Financial Officer
or
Media Relations:
Lynne L. Hackedorn, +1-713-579-9115
Vice President, Government and Public Affairs

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Contacts

Cobalt International Energy, Inc.
Investor Relations:
John P. Wilkirson, +1-713-452-2322
Chief Financial Officer
or
Media Relations:
Lynne L. Hackedorn, +1-713-579-9115
Vice President, Government and Public Affairs