0001104659-13-010652.txt : 20130214 0001104659-13-010652.hdr.sgml : 20130214 20130214133145 ACCESSION NUMBER: 0001104659-13-010652 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: C/R COBALT INVESTMENT PARTNERSHIP, L.P. GROUP MEMBERS: C/R ENERGY COINVESTMENT II, L.P. GROUP MEMBERS: C/R ENERGY GP II, LLC GROUP MEMBERS: C/R ENERGY III COBALT PARTNERSHIP, L.P. GROUP MEMBERS: CARLYLE ENERGY COINVESTMENT III, L.P. GROUP MEMBERS: CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P. GROUP MEMBERS: CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P. GROUP MEMBERS: CARLYLE/RIVERSTONE GLOBAL ENERGY & POWER FUND III, L.P. GROUP MEMBERS: RIVERSTONE ENERGY COINVESTMENT III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cobalt International Energy, Inc. CENTRAL INDEX KEY: 0001471261 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 270821169 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85265 FILM NUMBER: 13610358 BUSINESS ADDRESS: STREET 1: COBALT CENTER STREET 2: 920 MEMORIAL CITY WAY, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 579-9100 MAIL ADDRESS: STREET 1: COBALT CENTER STREET 2: 920 MEMORIAL CITY WAY, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: C/R Energy GP III, LLC CENTRAL INDEX KEY: 0001478772 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 a13-5078_1sc13ga.htm SC 13G/A

 

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

 

 

 

 

1

Name of Reporting Person:
C/R ENERGY GP III, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
29,943,723(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,943,723(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,943,723(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
7.3%(1),(2)

 

 

12

Type of Reporting Person
OO

 


(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 Issuer’s prospectus dated January 15, 2013.

 

2



 

CUSIP No. 19075F106

 

 

 

 

1

Name of Reporting Person:
CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
28,935,347(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
28,935,347(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,935,347(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
7.1%(1),(2)

 

 

12

Type of Reporting Person
PN

 


(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 Issuer’s prospectus dated January 15, 2013.

 

3



 

CUSIP No. 19075F106

 

 

 

 

1

Name of Reporting Person:
CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
20,222,488(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
20,222,488(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
20,222,488(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
4.9%(1),(2)

 

 

12

Type of Reporting Person
PN

 


(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 Issuer’s prospectus dated January 15, 2013.

 

4



 

CUSIP No. 19075F106

 

 

 

 

1

Name of Reporting Person:
C/R ENERGY III COBALT PARTNERSHIP, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
8,712,859(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
8,712,859(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,712,859(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
2.1%(1),(2)

 

 

12

Type of Reporting Person
PN

 


(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 Issuer’s prospectus dated January 15, 2013.

 

5



 

CUSIP No. 19075F106

 

 

 

 

1

Name of Reporting Person:
RIVERSTONE ENERGY COINVESTMENT III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
828,383(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
828,383(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
828,383(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.2%(1),(2)

 

 

12

Type of Reporting Person
PN

 


(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 Issuer’s prospectus dated January 15, 2013.

 

6



 

CUSIP No. 19075F106

 

 

 

 

1

Name of Reporting Person:
CARLYLE ENERGY COINVESTMENT III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
179,993(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
179,993(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
179,993(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
Less than 0.1%(1),(2)

 

 

12

Type of Reporting Person
PN

 


(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 Issuer’s prospectus dated January 15, 2013.

 

7



 

CUSIP No. 19075F106

 

 

 

 

1

Name of Reporting Person:
C/R ENERGY GP II, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
19,962,483(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
19,962,483(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
19,962,483(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
4.9%(1),(2)

 

 

12

Type of Reporting Person
OO

 


(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 Issuer’s prospectus dated January 15, 2013.

 

8



 

CUSIP No. 19075F106

 

 

 

 

1

Name of Reporting Person:
CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
19,962,483(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
19,962,483(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
19,962,483(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
4.9%(1),(2)

 

 

12

Type of Reporting Person
PN

 


(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 Issuer’s prospectus dated January 15, 2013.

 

9



 

CUSIP No. 19075F106

 

 

 

 

1

Name of Reporting Person:
C/R COBALT INVESTMENT PARTNERSHIP, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
18,257,252(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
18,257,252(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,257,252(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
4.5%(1),(2)

 

 

12

Type of Reporting Person
PN

 


(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 Issuer’s prospectus dated January 15, 2013.

 

10



 

CUSIP No. 19075F106

 

 

 

 

1

Name of Reporting Person:
C/R ENERGY COINVESTMENT II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,705,231(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,705,231(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,705,231(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.4%(1),(2)

 

 

12

Type of Reporting Person
PN

 


(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 Issuer’s prospectus dated January 15, 2013.

 

11



 

Item 1(a).

Name of Issuer:
COBALT INTERNATIONAL ENERGY, INC.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
Two Post Oak Central

1980 Post Oak Boulevard, Suite 1200

Houston, TX 77056

Item 2(a).

Names of Persons Filing:
C/R Energy GP III, LLC

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:
The address of Carlyle Energy Coinvestment III, L.P., is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, D.C. 20004-2505.  The address of each of the other reporting persons is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 51st Floor, New York, NY 10019.

Item 2(c).

Citizenship:
C/R Energy GP III, LLC - Delaware

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:
Common Stock, par value $0.01

Item 2(e).

CUSIP Number:
19075F106

 

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:

 

Not applicable.

Item 4.

Ownership(1):

 

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 Issuer’s 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.

 

12



 

1.             C/R Energy GP III, LLC

 

a.

Amount beneficially owned:   

29,943,723

 

b.

Percent of class:   

7.3%

 

c.

Number of units as to which the person has:

 

 

 

i.

Sole power to vote or to direct the vote:   

0

 

 

ii.

Shared power to vote or to direct the vote:    

29,943,723

 

 

iii.

Sole power to dispose or to direct the disposition of:   

0

 

 

iv.

Shared power to dispose or to direct the disposition of:   

29,943,723

 

2.             Carlyle/Riverstone Energy Partners III, L.P.

 

a.

Amount beneficially owned:   
28,935,347

 

b.

Percent of class:   
7.1%

 

c.

Number of units as to which the person has:
 

 

 

i.

Sole power to vote or to direct the vote:    

0

 

 

ii.

Shared power to vote or to direct the vote:    

28,935,347

 

 

iii.

Sole power to dispose or to direct the disposition of:   

0

 

 

iv.

Shared power to dispose or to direct the disposition of:   

28,935,347

 

3.             Carlyle/Riverstone Global Energy and Power Fund III, L.P.

 

a.

Amount beneficially owned:     
20,222,488

 

b.

Percent of class:     
4.9%

 

c.

Number of units as to which the person has:

 

 

i.

Sole power to vote or to direct the vote:   

0

 

 

ii.

Shared power to vote or to direct the vote:    

20,222,488

 

 

iii.

Sole power to dispose or to direct the disposition of:   

0

 

 

iv.

Shared power to dispose or to direct the disposition of:   

20,222,488

 

4.             C/R Energy III Cobalt Partnership, L.P.

 

a.

Amount beneficially owned:     
8,712,859

 

b.

Percent of class:     
2.1%

 

c.

Number of units as to which the person has:

 

13



 

 

 

i.

Sole power to vote or to direct the vote:   

0

 

 

ii.

Shared power to vote or to direct the vote:     

8,712,859

 

 

iii.

Sole power to dispose or to direct the disposition of:   

0

 

 

iv.

Shared power to dispose or to direct the disposition of:   

8,712,859

 

5.             Riverstone Energy Coinvestment III, L.P.

 

a.

Amount beneficially owned:     
828,383

 

b.

Percent of class:     
0.2%

 

c.

Number of units as to which the person has:

 

 

i.

Sole power to vote or to direct the vote:   

0

 

 

ii.

Shared power to vote or to direct the vote:    

828,383

 

 

iii.

Sole power to dispose or to direct the disposition of:   

0

 

 

iv.

Shared power to dispose or to direct the disposition of:   

828,383

 

6.             Carlyle Energy Coinvestment III, L.P.

 

a.

Amount beneficially owned:     
179,993

 

b.

Percent of class:     
Less than 0.1%

 

c.

Number of units as to which the person has:

 

 

i.

Sole power to vote or to direct the vote:   

0

 

 

ii.

Shared power to vote or to direct the vote:    

179,993

 

 

iii.

Sole power to dispose or to direct the disposition of:   

0

 

 

iv.

Shared power to dispose or to direct the disposition of:   

179,993

 

7.             C/R Energy GP II, LLC

 

a.

Amount beneficially owned:     
19,962,483

 

b.

Percent of class:     
4.9%

 

c.

Number of units as to which the person has:

 

 

i.

Sole power to vote or to direct the vote:   

0

 

 

ii.

Shared power to vote or to direct the vote:    

19,962,483

 

 

iii.

Sole power to dispose or to direct the disposition of:   

0

 

 

iv.

Shared power to dispose or to direct the disposition of:   

19,962,483

 

14



 

 

8.             Carlyle Riverstone Energy Partners II, L.P.

 

a.

Amount beneficially owned:     
19,962,483

 

b.

Percent of class:     
4.9%

 

c.

Number of units as to which the person has:

 

 

i.

Sole power to vote or to direct the vote:   

0

 

 

ii.

Shared power to vote or to direct the vote:    

19,962,483

 

 

iii.

Sole power to dispose or to direct the disposition of:   

0

 

 

iv.

Shared power to dispose or to direct the disposition of:   

19,962,483

 

9.             C/R Cobalt Investment Partnership, L.P.

 

a.

Amount beneficially owned:     
18,257,252

 

b.

Percent of class:     
4.5%

 

c.

Number of units as to which the person has:

 

 

i.

Sole power to vote or to direct the vote:   

0

 

 

ii.

Shared power to vote or to direct the vote:    

18,257,252

 

 

iii.

Sole power to dispose or to direct the disposition of:   

0

 

 

iv.

Shared power to dispose or to direct the disposition of:   

18,257,252

 

10.          C/R Energy Coinvestment II, L.P.

 

a.

Amount beneficially owned:     
1,705,231

 

b.

Percent of class:     
0.4%

 

c.

Number of units as to which the person has:

 

 

i.

Sole power to vote or to direct the vote:   

0

 

 

ii.

Shared power to vote or to direct the vote:    

1,705,231

 

 

iii.

Sole power to dispose or to direct the disposition of:   

0

 

 

iv.

Shared power to dispose or to direct the disposition of:   

1,705,231

 

15



 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

 

See Exhibit 99.2.

 

Item 9.

Notice of Dissolution of Group:

 

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. D’Aniello, 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.

 

16



 

Item 10.

Certifications:

 

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

 

 

 

 

C/R ENERGY GP III, LLC

 

 

 

By:

/s/ Pierre F. Lapeyre, Jr.

 

Name:

Pierre F. Lapeyre, Jr.

 

Title:

Managing Director

 

 

 

CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P.

 

 

 

By: C/R ENERGY GP III, LLC, its General Partner

 

 

 

By:

/s/ Pierre F. Lapeyre, Jr.

 

Name:

Pierre F. Lapeyre, Jr.

 

Title:

Managing Director

 

 

 

CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P.

 

 

 

By: CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P., its General Partner

 

 

 

By: C/R ENERGY GP III, LLC, its General Partner

 

 

 

By:

/s/ Pierre F. Lapeyre, Jr.

 

Name:

Pierre F. Lapeyre, Jr.

 

Title:

Managing Director

 

 

 

C/R ENERGY III COBALT PARTNERSHIP, L.P.

 

 

 

By: CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P., its General Partner

 

 

 

By: C/R ENERGY GP III, LLC, its General Partner

 

 

 

By:

/s/ Pierre F. Lapeyre, Jr.

 

Name:

Pierre F. Lapeyre, Jr.

 

Title:

Managing Director

 

 

 

CARLYLE ENERGY COINVESTMENT III, L.P.

 

 

 

By: CARLYLE ENERGY COINVESTMENT III GP, L.L.C., its General Partner

 

 

 

By: TCG HOLDINGS, L.L.C., its General Partner

 

 

 

By:

/s/ Jeffrey W. Ferguson

 

Name:

Jeffrey W. Ferguson

 

Title:

Authorized Person

 

17



 

 

 

 

C/R ENERGY GP II, LLC

 

 

 

By:

/s/ Pierre F. Lapeyre, Jr.

 

Name:

Pierre F. Lapeyre, Jr.

 

Title:

Managing Director

 

 

 

CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P.

 

 

 

By: C/R Energy GP II, LLC, its General Partner

 

 

 

By:

/s/ Pierre F. Lapeyre, Jr.

 

Name:

Pierre F. Lapeyre, Jr.

 

Title:

Managing Director

 

 

 

C/R COBALT INVESTMENT PARTNERSHIP, L.P.

 

 

 

By: CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P., its General Partner

 

 

 

By: C/R Energy GP II, LLC, its General Partner

 

 

 

By:

/s/ Pierre F. Lapeyre, Jr.

 

Name:

Pierre F. Lapeyre, Jr.

 

Title:

Managing Director

 

 

 

C/R ENERGY COINVESTMENT II, L.P.

 

 

 

By: CARLYLE/RIVERSTONE ENERGY PARTNERS II, L.P., its General Partner

 

 

 

By: C/R Energy GP II, LLC, its General Partner

 

 

 

By:

/s/ Pierre F. Lapeyre, Jr.

 

Name:

Pierre F. Lapeyre, Jr.

 

Title:

Managing Director

 

 

 

RIVERSTONE ENERGY COINVESTMENT III, L.P.

 

 

 

By: RIVERSTONE COINVESTMENT GP LLC, its General Partner

 

 

 

By: Riverstone Holdings LLC, its Managing Member

 

 

 

By:

/s/ Pierre F. Lapeyre, Jr.

 

Name:

Pierre F. Lapeyre, Jr.

 

Title:

Managing Director

 

18



 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 16, 2010).

 

 

 

99.2

 

Item 8 Information

 

19


EX-99.2 2 a13-5078_1ex99d2.htm EX-99.2

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 Company’s 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 Company’s directors and funds associated with KERN Partners Ltd. will have the right to designate one of the Company’s 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.