Item 1.01 Entry into a Material Definitive Agreement.
On
The terms of the New RCF are substantially the same as the terms of the Former RCF, and both the Deed of Guarantee and the Intercreditor Agreements (as defined in the New RCF) will continue in effect with regard to the New RCF.
The following is a summary of the key differences between the Former RCF and the New RCF:
•The total size of the New RCF is$250 million . •The maturity date of the New RCF isDecember 31, 2024 . •Borrowings under the New RCF bear interest at a rate equal to the secured overnight financing rate administered by theFederal Reserve Bank of New York plus a credit adjustment spread plus a 7.0% margin plus mandatory costs, if applicable. •The New RCF contains a negative pledge covenant over the participating interests held by the Company's wholly-owned subsidiary, Kosmos Energy Ghana Investments, in the WestCape Three Points and Deepwater Tano blocks offshoreGhana . •The New RCF contains a negative pledge covenant covering the assets of the Company'sGulf of Mexico subsidiaries. This negative pledge does not apply in connection with a future acquisition financing provided that certain enumerated financial tests are met and terminates when the net leverage of the Company and its subsidiaries falls below 1.50x. •As the New RCF is intended to largely remain undrawn, the Company is required to use the proceeds from any capital markets and loan transactions to first repay any drawn outstanding balance under the New RCF and the Company is subject to a cash sweep of at least 50% of the Company's Excess Cash (as defined in the New RCF) to pay outstanding balances as ofMarch 31 orSeptember 30 in any calendar year.
The New RCF also contains other customary restrictive covenants. The covenants are subject to various baskets, materiality thresholds and other conditions and exceptions. The New RCF also contains certain customary representations and warranties, affirmative covenants and events of default, including, among other things, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of insolvency, judgment defaults, repudiation or rescission of certain documents supporting the New RCF, and changes of control.
The Company expects to incur approximately
The foregoing description of the New RCF is not complete and is qualified in its
entirety by reference to the full text of the New RCF, a copy of which will be
filed as an exhibit to the Company's quarterly report on Form 10-Q for the
quarter-ended
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Item 1.02 Termination of a Material Definitive Agreement.
The disclosure required by this item is included in Item 1.01 above and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this item is included in Item 1.01 above and is incorporated herein by reference.
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