SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Cobalt International Energy, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
19075F106
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 19075F106 |
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Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
(1) Numbers and percentage reported as beneficially owned excludes a total of 7,829,730 shares of common stock of the Issuer that were sold by Carlyle/Riverstone Global Energy and Power Fund III, L.P., C/R Energy III Cobalt Partnership, L.P., Riverstone Energy Coinvestment III, L.P. and Carlyle Energy Coinvestment III, L.P. on January 18, 2013 pursuant to an underwritten offering.
(2) Based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013.
CUSIP No. 19075F106 |
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Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
(1) Numbers and percentage reported as beneficially owned excludes a total of 7,566,058 shares of common stock of the Issuer that were sold by Carlyle/Riverstone Global Energy and Power Fund III, L.P. and C/R Energy III Cobalt Partnership, L.P. on January 18, 2013 pursuant to an underwritten offering.
(2) Based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013.
CUSIP No. 19075F106 |
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Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
(1) Numbers and percentage reported as beneficially owned excludes a total of 5,287,057 shares of common stock of the Issuer that were sold by the reporting person on January 18, 2013 pursuant to an underwritten offering.
(2) Based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013.
CUSIP No. 19075F106 |
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Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
(1) Numbers and percentage reported as beneficially owned excludes a total of 2,278,251 shares of common stock of the Issuer that were sold by the reporting person on January 18, 2013 pursuant to an underwritten offering.
(2) Based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013.
CUSIP No. 19075F106 |
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Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
(1) Numbers and percentage reported as beneficially owned excludes a total of 216,607 shares of common stock of the Issuer that were sold by the reporting person on January 18, 2013 pursuant to an underwritten offering.
(2) Based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013.
CUSIP No. 19075F106 |
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Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
(1) Numbers and percentage reported as beneficially owned excludes a total of 47,065 shares of common stock of the Issuer that were sold by the reporting person on January 18, 2013 pursuant to an underwritten offering.
(2) Based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013.
CUSIP No. 19075F106 |
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Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
(1) Numbers and percentage reported as beneficially owned excludes a total of 5,219,820 shares of common stock of the Issuer that were sold by C/R Cobalt Investment Partnership, L.P. and C/R Energy Coinvestment II, L.P. on January 18, 2013 pursuant to an underwritten offering.
(2) Based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013.
CUSIP No. 19075F106 |
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1 |
Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
(1) Numbers and percentage reported as beneficially owned excludes a total of 5,219,820 shares of common stock of the Issuer that were sold by C/R Cobalt Investment Partnership, L.P. and C/R Energy Coinvestment II, L.P. on January 18, 2013 pursuant to an underwritten offering.
(2) Based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013.
CUSIP No. 19075F106 |
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1 |
Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
(1) Numbers and percentage reported as beneficially owned excludes a total of 4,773,934 shares of common stock of the Issuer that were sold by the reporting person on January 18, 2013 pursuant to an underwritten offering.
(2) Based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013.
CUSIP No. 19075F106 |
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1 |
Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
(1) Numbers and percentage reported as beneficially owned excludes a total of 445,886 shares of common stock of the Issuer that were sold by the reporting person on January 18, 2013 pursuant to an underwritten offering.
(2) Based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013.
Item 1(a). |
Name of Issuer: | |
Item 1(b). |
Address of Issuers Principal Executive Offices: 1980 Post Oak Boulevard, Suite 1200 Houston, TX 77056 | |
Item 2(a). |
Names of Persons Filing: Carlyle/Riverstone Energy Partners III, L.P. Carlyle/Riverstone Global Energy and Power Fund III, L.P. C/R Energy III Cobalt Partnership, L.P. Riverstone Energy Coinvestment III, L.P. Carlyle Energy Coinvestment III, L.P. C/R Energy GP II, LLC Carlyle/Riverstone Energy Partners II, L.P. C/R Cobalt Investment Partnership, L.P. C/R Energy Coinvestment II, L.P. | |
Item 2(b). |
Address or Principal Business Office or, if none, Residence: | |
Item 2(c). |
Citizenship: Carlyle/Riverstone Energy Partners III, L.P. - Delaware Carlyle/Riverstone Global Energy and Power Fund III, L.P. - Delaware C/R Energy III Cobalt Partnership, L.P. - Delaware Riverstone Energy Coinvestment III, L.P. - Delaware Carlyle Energy Coinvestment III, L.P. - Delaware C/R Energy GP II, LLC - Delaware Carlyle/Riverstone Energy Partners II, L.P. - Delaware C/R Cobalt Investment Partnership, L.P. - Delaware C/R Energy Coinvestment II, L.P. Delaware | |
Item 2(d). |
Title of Class of Securities: | |
Item 2(e). |
CUSIP Number: | |
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |
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Not applicable. | |
Item 4. |
Ownership(1): | |
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The percent of class provided for each reporting person below is based upon 410,635,097 shares of common stock outstanding as reported in the Issuers prospectus dated January 15, 2013, and exclude an aggregate 13,049,550 shares of common stock sold by the reporting persons on January 18, 2013 pursuant to an underwritten offering. | |
1. C/R Energy GP III, LLC | |||
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a. |
Amount beneficially owned: 29,943,723 | |
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b. |
Percent of class: 7.3% | |
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c. |
Number of units as to which the person has:
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 29,943,723 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 29,943,723 |
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2. Carlyle/Riverstone Energy Partners III, L.P. | |||
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a. |
Amount beneficially owned: | |
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b. |
Percent of class: | |
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c. |
Number of units as to which the person has: | |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 28,935,347 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 28,935,347 |
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3. Carlyle/Riverstone Global Energy and Power Fund III, L.P. | |||
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a. |
Amount beneficially owned: | |
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b. |
Percent of class: | |
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c. |
Number of units as to which the person has: | |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 20,222,488 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 20,222,488 |
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4. C/R Energy III Cobalt Partnership, L.P. | |||
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a. |
Amount beneficially owned: | |
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b. |
Percent of class: | |
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c. |
Number of units as to which the person has: |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 8,712,859 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 8,712,859 |
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5. Riverstone Energy Coinvestment III, L.P. | |||
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a. |
Amount beneficially owned: | |
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b. |
Percent of class: | |
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c. |
Number of units as to which the person has: | |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 828,383 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 828,383 |
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6. Carlyle Energy Coinvestment III, L.P. | |||
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a. |
Amount beneficially owned: | |
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b. |
Percent of class: | |
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c. |
Number of units as to which the person has: | |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 179,993 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 179,993 |
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7. C/R Energy GP II, LLC | |||
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a. |
Amount beneficially owned: | |
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b. |
Percent of class: | |
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c. |
Number of units as to which the person has: | |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 19,962,483 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 19,962,483 |
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8. Carlyle Riverstone Energy Partners II, L.P. | |||
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a. |
Amount beneficially owned: | |
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b. |
Percent of class: | |
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c. |
Number of units as to which the person has: | |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 19,962,483 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 19,962,483 |
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9. C/R Cobalt Investment Partnership, L.P. | |||
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a. |
Amount beneficially owned: | |
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b. |
Percent of class: | |
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c. |
Number of units as to which the person has: | |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 18,257,252 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 18,257,252 |
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10. C/R Energy Coinvestment II, L.P. | |||
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a. |
Amount beneficially owned: | |
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b. |
Percent of class: | |
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c. |
Number of units as to which the person has: | |
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i. |
Sole power to vote or to direct the vote: 0 |
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ii. |
Shared power to vote or to direct the vote: 1,705,231 |
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iii. |
Sole power to dispose or to direct the disposition of: 0 |
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iv. |
Shared power to dispose or to direct the disposition of: 1,705,231 |
Item 5. |
Ownership of Five Percent or Less of a Class: |
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Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group: |
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See Exhibit 99.2. |
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Item 9. |
Notice of Dissolution of Group: |
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Not applicable. |
(1) Each of C/R Energy GP III, LLC and C/R Energy GP II, LLC is managed by an eight person managing board. Pierre F. Lapeyre, Jr., David M. Leuschen, Michael B. Hoffman, N. John Lancaster, Daniel A. DAniello, William E. Conway, Jr., David M. Rubenstein and Edward J. Mathias, as the members of the managing boards of each of C/R Energy GP III, LLC and C/R Energy GP II, LLC, may be deemed to share beneficial ownership of the shares beneficially owned by C/R Energy GP III, LLC and C/R Energy GP II, LLC. Such persons disclaim such beneficial ownership.
The securities being reported by C/R Energy GP III, LLC are owned by Carlyle/Riverstone Global Energy and Power Fund III, L.P., C/R Energy III Cobalt Partnership, L.P., Riverstone Energy Coinvestment III, L.P. and Carlyle Energy Coinvestment III, L.P. and may be deemed to be beneficially owned, by C/R Energy GP III, LLC. C/R Energy GP III, LLC exercises investment discretion and control over the shares held by each of Carlyle/Riverstone Global Energy and Power Fund III, L.P. and C/R Energy III Cobalt Partnership, L.P., through their mutual general partner, Carlyle/Riverstone Energy Partners III, L.P., of which C/R Energy GP III, LLC is the sole general partner. C/R Energy GP III, LLC has the power to direct the voting and disposition of the shares held by each of Riverstone Energy Coinvestment III, L.P. and Carlyle Energy Coinvestment III, L.P.
The securities being reported by C/R Energy GP II, LLC are owned by C/R Cobalt Investment Partnership, L.P. and C/R Energy Coinvestment II, L.P. and may be deemed to be beneficially owned, by C/R Energy GP II, LLC. C/R Energy GP II, LLC exercises investment discretion and control over the shares held by each of C/R Cobalt Investment Partnership, L.P. and C/R Energy Coinvestment II, L.P. through their mutual general partner, Carlyle/Riverstone Energy Partners II, L.P., of which C/R Energy GP II, LLC is the sole general partner.
Item 10. |
Certifications: |
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Not applicable. |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.
Dated: |
February 13, 2013 |
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C/R ENERGY GP III, LLC | ||
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By: |
/s/ Pierre F. Lapeyre, Jr. | |
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Name: |
Pierre F. Lapeyre, Jr. | |
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Title: |
Managing Director | |
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CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P. | ||
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By: C/R ENERGY GP III, LLC, its General Partner | ||
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By: |
/s/ Pierre F. Lapeyre, Jr. | |
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Name: |
Pierre F. Lapeyre, Jr. | |
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Title: |
Managing Director | |
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CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P. | ||
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By: CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P., its General Partner | ||
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By: C/R ENERGY GP III, LLC, its General Partner | ||
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By: |
/s/ Pierre F. Lapeyre, Jr. | |
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Name: |
Pierre F. Lapeyre, Jr. | |
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Title: |
Managing Director | |
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C/R ENERGY III COBALT PARTNERSHIP, L.P. | ||
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By: CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P., its General Partner | ||
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By: C/R ENERGY GP III, LLC, its General Partner | ||
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By: |
/s/ Pierre F. Lapeyre, Jr. | |
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Name: |
Pierre F. Lapeyre, Jr. | |
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Title: |
Managing Director | |
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CARLYLE ENERGY COINVESTMENT III, L.P. | ||
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By: CARLYLE ENERGY COINVESTMENT III GP, L.L.C., its General Partner | ||
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By: TCG HOLDINGS, L.L.C., its General Partner | ||
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By: |
/s/ Jeffrey W. Ferguson | |
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Name: |
Jeffrey W. Ferguson | |
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Title: |
Authorized Person |
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C/R ENERGY GP II, LLC | |
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By: |
/s/ Pierre F. Lapeyre, Jr. |
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Name: |
Pierre F. Lapeyre, Jr. |
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Title: |
Managing Director |
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CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P. | |
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By: C/R Energy GP II, LLC, its General Partner | |
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By: |
/s/ Pierre F. Lapeyre, Jr. |
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Name: |
Pierre F. Lapeyre, Jr. |
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Title: |
Managing Director |
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C/R COBALT INVESTMENT PARTNERSHIP, L.P. | |
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By: CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P., its General Partner | |
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By: C/R Energy GP II, LLC, its General Partner | |
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By: |
/s/ Pierre F. Lapeyre, Jr. |
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Name: |
Pierre F. Lapeyre, Jr. |
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Title: |
Managing Director |
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C/R ENERGY COINVESTMENT II, L.P. | |
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By: CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P., its General Partner | |
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By: C/R Energy GP II, LLC, its General Partner | |
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By: |
/s/ Pierre F. Lapeyre, Jr. |
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Name: |
Pierre F. Lapeyre, Jr. |
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Title: |
Managing Director |
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RIVERSTONE ENERGY COINVESTMENT III, L.P. | |
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By: RIVERSTONE COINVESTMENT GP LLC, its General Partner | |
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By: Riverstone Holdings LLC, its Managing Member | |
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By: |
/s/ Pierre F. Lapeyre, Jr. |
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Name: |
Pierre F. Lapeyre, Jr. |
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Title: |
Managing Director |
EXHIBIT 99.2
ITEM 8 INFORMATION
Each of Carlyle/Riverstone Global Energy and Power Fund III, L.P., C/R Energy III Cobalt Partnership, L.P., Riverstone Energy Coinvestment III, L.P., Carlyle Energy Coinvestment III, L.P., C/R Cobalt Investment Partnership, L.P. and C/R Energy Coinvestment II, L.P. (collectively, the C/R Investing Entities) is a party to (a) a Stockholders Agreement, dated as of December 15, 2009, by and among Cobalt International Energy, Inc. (the Company), the C/R Investing Entities, funds affiliated with Goldman, Sachs & Co. and funds associated with KERN Partners Ltd. (the Stockholders Agreement) and (b) a Tag-Along Agreement dated as of December 15, 2009 (the Tag-Along Agreement), by and among the C/R Investing Entities, funds affiliated with First Reserve Corporation, funds affiliated with Goldman, Sachs & Co., funds associated with KERN Partners Ltd. and certain other specified holders of the Companys common stock, par value $0.01 per share (Common Stock).
The Stockholders Agreement provides that the funds affiliated with each of Riverstone Holdings LLC/The Carlyle Group, Goldman, Sachs & Co. and First Reserve Corporation will each have the right to designate up to two of the Companys directors and funds associated with KERN Partners Ltd. will have the right to designate one of the Companys directors. The Stockholders Agreement requires the parties thereto to vote their shares of Common Stock for directors that are designated in accordance with the provisions of the Stockholders Agreement. The Stockholders Agreement also contains certain transfer restrictions with respect the shares of Common Stock owned by the parties thereto. The Tag-Along Agreement contains certain provisions relating to tag-along rights among the parties thereto.
The aggregate number of shares of Common Stock beneficially owned collectively by the C/R Investing Entities, funds affiliated with First Reserve Corporation, funds affiliated with Goldman, Sachs & Co. and funds associated with KERN Partners Ltd., as of December 31, 2012 and based on available information, is 215,239,994, which represents approximately 52.42% of the outstanding Common Stock.
The share ownership reported for the C/R Investing Entities does not include any shares of Common Stock owned by the other parties to the Stockholders Agreement and the Tag-Along Agreement, except to the extent disclosed in this Schedule 13G. Each of the C/R Investing Entities may be deemed to be a member of a group for purposes of the Securities Exchange Act of 1934, as amended, with the other parties to the Stockholders Agreement and the Tag-Along Agreement. This Schedule 13G shall not be deemed to be an admission that any of the C/R Investing Entities is a member of a group with the other parties to the Stockholders Agreement and the Tag-Along Agreement for any purpose. Each of the C/R Investing Entities disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement and the Tag-Along Agreement, except to the extent disclosed in this Schedule 13G.