Kosmos Energy Ltd. Prices Upsized Offering of $350 Million 3.125% Convertible Senior Notes Due 2030

Kosmos Energy Ltd. (NYSE/LSE: KOS) (“Kosmos” or the "Company"), announced today that it has priced a private offering of $350 million aggregate principal amount of its 3.125% convertible senior notes due 2030 (the "notes"), which represents a $50 million increase in principal amount from the previously announced offering size. The Company also granted the initial purchasers an option to purchase up to an additional $50 million aggregate principal amount of notes, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued. The offering is expected to close on March 8, 2024, subject to customary closing conditions.

The notes will be senior, unsecured obligations of the Company. The notes will rank pari passu with the Company’s existing senior notes and the Company’s revolving credit facility. The notes will be guaranteed (i) on a senior, unsecured basis by certain of the Company’s existing subsidiaries that guarantee on a senior basis the Company’s revolving credit facility and the Company’s existing senior notes, and (ii) on a subordinated, unsecured basis by certain of the Company’s existing subsidiaries that borrow under or guarantee the Company’s commercial debt facility and guarantee on a subordinated basis the Company’s revolving credit facility and the Company’s existing senior notes. Upon conversions of the notes, the Company will satisfy its conversion obligation by paying cash up to the aggregate principal amount of the notes to be converted, and paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes to be converted. The notes will have an initial conversion rate of 142.4501 shares of the Company’s common stock per $1,000 principal amount of notes (which is subject to adjustment in certain circumstances). This is equivalent to an initial conversion price of approximately $7.02 per share. The initial conversion price represents a premium of approximately 30.0% to the $5.40 per share closing price of the Company’s common stock on The New York Stock Exchange on March 5, 2024.