Item 7.01
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Regulation FD Disclosure.
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As previously disclosed, Cobalt International Energy Angola
Ltd., a wholly-owned subsidiary of Cobalt International Energy, Inc. (the
Company
), and certain other subsidiaries of the Company named therein, executed a settlement agreement, dated December 19, 2017 (the
Agreement
), with the Angolan National Concessionaire Sociedade Nacional de Combustíveis de Angola Empresa Pública and Sonangol Pesquisa e Produção, S.A. (collectively,
Sonangol
) to resolve all disputes and transition the Companys interests in Blocks 20 and 21 offshore Angola (the
Angola Assets
) to Sonangol for $500 million. Pursuant to the Agreement,
Sonangol was required to pay an initial
non-refundable
payment of $150 million on or before February 23, 2018 (the
Initial Payment
) and is required to pay the final payment
of $350 million on or before July 1, 2018 (the
Final Payment
).
On February 21, 2018, the Company
received the Initial Payment from Sonangol. As required under the Agreement, within 48 hours of receipt of the Initial Payment, the Company will (i) notify the relevant International Chamber of Commerce (
ICC
) arbitral
tribunal of the agreement between the Company and Sonangol to terminate the proceedings related to the joint interest receivable owed to the Company for operations on Block 21 offshore Angola (ICC Case No. 22782/TO) (the
JOA
Arbitration
) and (ii) notify the relevant ICC arbitral tribunal of the agreement between the Company and Sonangol to extend the procedural timetable by an additional four months for the proceedings related to the purchase and sale
agreement for the sale by the Company to Sonangol of the Angola Assets (ICC Case No. 22781/TO) (the
PSA Arbitration
).
In accordance with the Agreement, the Company and Sonangol are finalizing definitive documentation to implement the Companys exit from
Angola and to extinguish all debts and obligations of the Company and Sonangol to each other that have not already been extinguished pursuant to the Agreement. The Companys claims in the PSA Arbitration will be extinguished upon the
Companys receipt of the Final Payment, which is due by July 1, 2018.
The information contained in this Item 7.01 is being
furnished, not filed, pursuant to Item 7.01. Accordingly, this information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated therein by reference.
Forward-Looking Statements
Statements in this Current Report on Form
8-K
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
Securities and Exchange Commission 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 United States Bankruptcy Code.