Kosmos Energy acquires additional Ghana interests for US$550 million

Kosmos Energy has announced that it has acquired an additional 18.0% interest in the Jubilee field and an additional 11.0% interest in the TEN fields in Ghana from Occidental Petroleum (“OXY”) for a purchase price of $550 million with an effective date of April 1, 2021.

Consideration due to OXY at completion was approximately $460 million after taking into account closing adjustments.

Key Highlights

Accelerates Kosmos’ strategic delivery

Delivers near-term cash generation from high-margin oil with the acquired assets expected to generate ~$1 billion of free cash flow by year-end 2026 at $65/barrel

Brent Underpins transition to balanced oil and gas portfolio Acquiring assets at a compelling valuation 2P reserves expected to deliver ~3x purchase price at $65/barrel

Brent Simplified partnership with the aligned objective to maximize the value of the assets

Limited integration risk or incremental G&A costs

Highly accretive across all key metrics

Attractive acquisition price drives significant net asset value accretion

Cash consideration equivalent to ~1.4x 2022E EBITDAX of the assets being acquired at $65/barrel

Brent Expected payback of less than 3 years at $65/barrel

Brent Resilient at lower oil prices with all key metrics accretive at $45/barrel

Brent Enhances free cash flow and accelerates de-leveraging

Significant free cash flow generation is expected to accelerate de-leveraging (targeting less than 2.0x net debt/EBITDAX by year-end 2022 at $65/barrel Brent) and fund remaining Tortue capital expenditure to first gas

Supports Kosmos’ ESG agenda

Growing investment in Africa aligned with Kosmos’ objective to support the “Just Transition” and deliver tangible economic and social benefits in Ghana

Partnership working to drive down CO2 emissions and enabling the development of gas resources to provide lower cost, lower carbon power

Andrew G. Inglis, Chairman and Chief Executive Officer of Kosmos said: “This is a compelling transaction for Kosmos that accelerates our strategic delivery and is expected to provide long-term sustainable cash flow from fields where we have a deep understanding of the value and future upside.

We expect the additional Ghana interests to generate around $1 billion of incremental free cash flow by the end of 2026 at $65 Brent with upside given current prices. We plan to use the additional cash flow from these assets to reduce absolute debt levels and fund our growth in LNG.

Financially, the transaction is highly accretive across all key metrics, including free cash flow, and accelerates our committed path to deleveraging the balance sheet. With significant net asset value accretion for the company, we believe that this transaction will deliver substantial returns to our shareholders.

The transaction creates a simplified and aligned partnership in both the Jubilee and TEN fields, with both Kosmos and GNPC increasing their ownership. The partnership is committed to investing in both fields to maximise the value of the assets and reduce the carbon intensity of operations for the benefit of all stakeholders.”

Interests acquired

Kosmos has acquired an additional 18.0% interest in the Jubilee field and an additional 11.0% interest in the TEN fields in Ghana.

This transaction increases Kosmos’ interests in Jubilee to 42.1% and in TEN to 28.1%.

The transaction is subject to a 30-day pre-emption period, which, if fully exercised, could reduce Kosmos’ ultimate interest in Jubilee by 3.8% to 38.3%, and in TEN by 8.3% to 19.8%.

Prior to closing the transaction, OXY resolved certain historical tax claims related to the sold interests.

Using Kosmos’ year-end 2020 reserves report, prepared by independent reserve auditor Ryder Scott, estimated 2P reserves being acquired as part of today’s transaction were approximately 104 million barrels of oil equivalent at year-end 2020. The assets being acquired have a proved and probable (2P) post-tax NPV10 valuation of around $1.6 billion. The acquired assets are currently producing approximately 17,000 barrels of oil per day net and are expected to generate approximately $325 million of EBITDAX in 2022 at $65 Brent.

Kosmos has worked closely with the operator and joint venture partners in 2021 to drive higher reliability and improve operational performance in Ghana. Significant progress has been made with new wells delivering higher production, high levels of FPSO uptime, near-record water injection and materially higher gas offtake.

Transaction Financing

The transaction has an effective date of April 1, 2021. The Government of Ghana has approved the transaction, which closed on October 13, 2021. To fund the transaction, Barclays and Standard Chartered Bank have provided Kosmos with a $400 million bridge loan, which the Company expects to refinance with the proceeds from future senior notes offering.

The remaining consideration was funded from available liquidity, which the Company expects to re-finance with the proceeds from the equity offering of approximately $100 million announced today.

The Company plans to provide updated full-year 2021 guidance alongside third quarter 2021 results to take account of this transaction and the impact of the recent hurricane-related downtime in the Gulf of Mexico. With Gulf of Mexico production now returned to pre-hurricane levels, we expect the impact of the unplanned downtime to be approximately 4,000 barrels of oil equivalent per day in the third quarter or 1,000 barrels of oil equivalent to the full year compared to our previous production forecasts for 2021.

Barclays is acting as financial adviser to Kosmos on the transaction with Slaughter and May serving as Kosmos’ legal counsel on the transaction.