Cobalt International Energy, Inc. (“Cobalt”) CIE today announced the
closing of the previously announced registered underwritten public offering of
shares of its common stock, all of which were sold by funds affiliated with
First Reserve Corporation, Goldman, Sachs & Co., Riverstone Holdings LLC and
The Carlyle Group, and KERN Partners Ltd. and certain limited partners in such
funds affiliated with KERN Partners Ltd. (collectively, the “selling
stockholders”). The selling stockholders sold a total of 40,000,000 shares of
Cobalt's common stock. The underwriters also may purchase up to an additional
6,000,000 shares of common stock from certain of the selling stockholders
should the underwriters exercise their over-allotment option. Cobalt will not
receive any of the proceeds from the sale of the shares of common stock.
Morgan Stanley & Co. LLC and Citigroup acted as the underwriters of the
offering.
Cobalt today also announced that, as a result of the secondary offering and
the selling stockholders now owning in the aggregate less than 50% of Cobalt's
total outstanding shares of common stock, Cobalt is no longer a “controlled
company” for purposes of certain exemptions from the NYSE corporate governance
standards. Accordingly, Cobalt will be required to comply with, among other
things, the NYSE's board and committee independence requirements within the
time periods required by the NYSE rules. In addition, certain provisions set
forth in Cobalt's certificate of incorporation and bylaws take effect
regarding, among other things, the election and removal of directors from
Cobalt's board and the ability of stockholders to take action by written
consent or call special meetings of stockholders.
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