Kosmos Energy Ltd. 8-K

What Happened
Kosmos Energy Ltd. announced on January 12, 2026 that it commenced a cash tender offer to purchase up to $250,000,000 aggregate principal amount (the "Notes Cap") of its outstanding 7.750% Senior Notes due 2027. The Notes outstanding total $350,000,000. The Tender Offer will expire at 5:00 p.m. New York City time on February 9, 2026 (unless extended). Holders who tender by 5:00 p.m. on January 26, 2026 and do not validly withdraw may receive an early tender payment; later tenders (after the early deadline but before expiration) receive a lower consideration.

Key Details

• Tender Offer cap: $250,000,000 of $350,000,000 outstanding 7.750% Senior Notes due 2027; Kosmos may increase the cap in its sole discretion.
• Consideration: Total Consideration for early tenders = $990.00 per $1,000 principal (includes $50.00 early tender payment). Late tenders receive $940.00 per $1,000. Accrued interest will also be paid.
• Deadlines: Early Tender Time / Withdrawal Deadline — 5:00 p.m. (NYC), January 26, 2026; Expiration Time — 5:00 p.m. (NYC), February 9, 2026.
• Conditioned on new financing: Tender acceptances are conditioned on successful completion and escrow release of a New Bond Offering; only holders who subscribe for and are allocated New Bonds in that offering are eligible to have tenders accepted. New Bonds and guarantees will not be registered under the U.S. Securities Act.
• Post-closing: If less than the Notes Cap is tendered, Kosmos may redeem or repurchase additional Notes so that no more than $100,000,000 aggregate principal remains outstanding (subject to change if Notes Cap is increased). Proration may apply if tenders exceed the Notes Cap. Dealer Manager: Fearnley Securities; Tender agent: Sodali & Co. Ltd.

Why It Matters
This is a liability-management action: Kosmos is combining the tender offer with a New Bond Offering to reshape the maturity profile of its debt and potentially reduce near-term principal outstanding. The financing condition means tender acceptances depend on new bond subscriptions and allocations — so acceptance is not automatic for all tendering holders. Retail bondholders should review the Offer to Purchase carefully for eligibility, proration risk, deadlines, and the impact on accrued interest and potential remaining outstanding balance.