Attached files

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EX-5.1 - EX-5.1 - Kosmos Energy Ltd.a10-19578_20ex5d1.htm
EX-23.1 - EX-23.1 - Kosmos Energy Ltd.a10-19578_20ex23d1.htm
EX-23.2 - EX-23.2 - Kosmos Energy Ltd.a10-19578_20ex23d2.htm

As filed with the Securities and Exchange Commission on May 10, 2011

 

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM S-1

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 


 

Kosmos Energy Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

1311

 

98-0686001

(State or other jurisdiction of
Incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

 

Clarendon House

2 Church Street
Hamilton HM 11, Bermuda
(441) 295-5950

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 


 

Brian F. Maxted, Chief Executive Officer
c/o Kosmos Energy, LLC
8176 Park Lane, Suite 500
Dallas, TX 75231
(214) 445-9600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Copies to:

 

Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000

David J. Beveridge, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000

 

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-171700

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o  Accelerated filer o  Non-accelerated filer x (Do not check if a smaller reporting company)  Smaller reporting company o

 


 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of each Class
Of Security being registered

 

Amount to be
Registered(1)

 

Proposed
Maximum Offering
Price Per Share

 

Proposed Maximum
Aggregate Offering
Price(2)

 

Amount of
Registration Fee

 

Common Shares, $0.01 par value per share

 

3,450,000

 

$

18.00

 

$

62,100,000

 

$

7,209.81

 

(1)   Includes 450,000 common shares which may be issued on exercise of a 30-day option granted to the underwriters to cover over-allotments, if any.

 

(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. The $62,100,000 proposed maximum aggregate offering price is in addition to the $621,000,000 proposed maximum aggregate offering price registered pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-171700).  A registration fee was previously paid in connection with that Registration Statement.

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

 

 



 

Incorporation by Reference of Registration Statement on Form S-1, File No. 333-171700

 

Kosmos Energy Ltd. (the “Company”) hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-171700) declared effective on May 10, 2011 by the Securities and Exchange Commission (the “Commission”), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

 

Certification

 

The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at US Bank as soon as practicable (but no later than the close of business as of May 11, 2011), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during regular business hours no later than May 11, 2011.

 

Exhibits

 

The following documents are filed as exhibits to this Registration Statement.

 

Exhibit Number

 

Description

5.1

 

Opinion of Conyers Dill & Pearman Limited

23.1

 

Consent of Ernst & Young LLP

23.2

 

Consent of Netherland, Sewell & Associates, Inc.

23.3

 

Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)

25.1

 

Power of Attorney*

 


*Incorporated by reference to Exhibit 24 to the Company’s Registration Statement on Form S-1 (Registration No. 333-171700).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas on May 10, 2011.

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

By:

/s/ BRIAN F. MAXTED

 

 

Brian F. Maxted

 

 

Director and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ BRIAN F. MAXTED

 

Director and Chief Executive Officer (Principal Executive Officer)

 

May 10, 2011

Brian F. Maxted

 

 

 

 

 

 

 

/s/ W.GREG DUNLEVY

 

Chief Financial Officer and Executive Vice President (Principal Financial Officer)

 

May 10, 2011

W.Greg Dunlevy

 

 

 

 

 

 

 

/s/ SYLVIA MANOR

 

Vice President and Controller (Principal Accounting Officer)

 

May 10, 2011

Sylvia Manor

 

 

 

 

 

 

 

*

 

Chairman of the Board of Directors

 

May 10, 2011

John R. Kemp

 

 

 

 

 

 

 

*

 

Director

 

May 10, 2011

David I. Foley

 

 

 

 

 

 

*

 

Director

 

May 10, 2011

Jeffrey A. Harris

 

 

 

 

 

 

 

*

 

Director

 

May 10, 2011

David B. Krieger

 

 

 

 

 

 

 

*

 

Director

 

May 10, 2011

Prakash A. Melwani

 

 

 

 

 

 

 

*

 

Director

 

May 10, 2011

Adebayo O. Ogunlesi

 

 

 

 

 

 

 

*

 

Director

 

May 10, 2011

Chris Tong

 

 

 

 

 

 

 

*

 

Director

 

May 10, 2011

Christopher A. Wright

 

 

 

 

*By:

/s/ BRIAN F. MAXTED

 

 

Brian F. Maxted

 

 

Attorney-in-fact

 

 

3



 

EXHIBITS

 

Exhibit Number

 

Description

5.1

 

 

Opinion of Conyers Dill & Pearman Limited

23.1

 

 

Consent of Ernst & Young LLP

23.2

 

 

Consent of Netherland, Sewell & Associates, Inc.

23.3

 

 

Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)

25.1

 

 

Power of Attorney*

 


*Incorporated by reference to Exhibit 24 to the Company’s Registration Statement on Form S-1 (Registration No. 333-171700).

 

4