Attached files
file | filename |
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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 |
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1311 |
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98-0686001 |
(State or other jurisdiction of |
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(Primary Standard Industrial |
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(I.R.S. Employer |
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(441) 295-5950
(Address, including zip code, and telephone number, including area code, of registrants 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. |
David J. Beveridge, Esq. |
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
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Title of each Class |
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Amount to be |
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Proposed |
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Proposed Maximum |
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Amount of |
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Common Shares, $0.01 par value per share |
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3,450,000 |
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$ |
18.00 |
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$ |
62,100,000 |
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$ |
7,209.81 |
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(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 Registrants 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 Commissions 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 |
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Description |
5.1 |
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Opinion of Conyers Dill & Pearman Limited |
23.1 |
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Consent of Ernst & Young LLP |
23.2 |
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Consent of Netherland, Sewell & Associates, Inc. |
23.3 |
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Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1) |
25.1 |
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Power of Attorney* |
*Incorporated by reference to Exhibit 24 to the Companys Registration Statement on Form S-1 (Registration No. 333-171700).
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.
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KOSMOS ENERGY LTD. | |
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By: |
/s/ BRIAN F. MAXTED |
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Brian F. Maxted |
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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 |
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Title |
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Date | |
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/s/ BRIAN F. MAXTED |
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Director and Chief Executive Officer (Principal Executive Officer) |
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May 10, 2011 | |
Brian F. Maxted |
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/s/ W.GREG DUNLEVY |
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Chief Financial Officer and Executive Vice President (Principal Financial Officer) |
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May 10, 2011 | |
W.Greg Dunlevy |
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/s/ SYLVIA MANOR |
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Vice President and Controller (Principal Accounting Officer) |
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May 10, 2011 | |
Sylvia Manor |
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* |
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Chairman of the Board of Directors |
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May 10, 2011 | |
John R. Kemp |
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* |
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Director |
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May 10, 2011 | |
David I. Foley |
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* |
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Director |
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May 10, 2011 | |
Jeffrey A. Harris |
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* |
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Director |
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May 10, 2011 | |
David B. Krieger |
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* |
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Director |
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May 10, 2011 | |
Prakash A. Melwani |
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* |
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Director |
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May 10, 2011 | |
Adebayo O. Ogunlesi |
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* |
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Director |
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May 10, 2011 | |
Chris Tong |
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* |
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Director |
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May 10, 2011 | |
Christopher A. Wright |
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*By: |
/s/ BRIAN F. MAXTED |
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Brian F. Maxted |
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Attorney-in-fact |
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EXHIBITS
Exhibit Number |
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Description | |
5.1 |
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Opinion of Conyers Dill & Pearman Limited |
23.1 |
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Consent of Ernst & Young LLP |
23.2 |
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Consent of Netherland, Sewell & Associates, Inc. |
23.3 |
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Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1) |
25.1 |
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Power of Attorney* |
*Incorporated by reference to Exhibit 24 to the Companys Registration Statement on Form S-1 (Registration No. 333-171700).