0001140361-14-028800.txt : 20140718 0001140361-14-028800.hdr.sgml : 20140718 20140718171644 ACCESSION NUMBER: 0001140361-14-028800 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140708 FILED AS OF DATE: 20140718 DATE AS OF CHANGE: 20140718 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAULSON & CO INC CENTRAL INDEX KEY: 0001035674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 14983213 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-956-2221 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 3 1 doc1.xml FORM 3 X0206 3 2014-07-08 0 0001471261 Cobalt International Energy, Inc. CIE 0001035674 PAULSON & CO INC 1251 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 Common stock, $0.01 par value 41864000 I By Managed Funds and Accounts 3.125% Convertible Senior Notes due 2024 2024-05-15 Common stock, $0.01 par value I By Managed Funds and Accounts 2.625% Convertible Senior Notes due 2019 2019-12-01 Common stock, $0.01 par value I By Managed Funds and Accounts Notional Principal Amount Derivative Agreement 17.2000 2015-08-03 Common stock, $0.01 par value 14500 I By Managed Funds and Accounts Notional Principal Amount Derivative Agreement 18.2281 2015-09-02 Common stock, $0.01 par value 418600 I By Managed Funds and Accounts Paulson & Co. Inc. ("Paulson") is an investment advisor registered under the Investment Advisors Act of 1940. Paulson is the investment manager of Paulson Partners Enhanced LP, Paulson Enhanced Ltd, Paulson International Ltd, Paulson Partners LP and Paulson Partners Premium LP (collectively, the "Funds") and certain separately managed accounts (the "Separately Managed Accounts"). John Paulson is the controlling person of Paulson. All securities reported on this Form 3 are owned by the Funds or held in the Separately Managed Accounts. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the Funds or held in the Separately Managed Accounts. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 3 shall not be deemed an admission by any person reporting on this Form 3 that such person, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form. The Reporting Persons collectively own $223,000,000 in face value of 3.125% Convertible Senior Notes due 2024 (the "3.125% Notes"). Holders may convert the 3.125% Notes at their option at any time prior to 5:00 p.m., New York City time, on the business day immediately preceding November 15, 2023 only under the following circumstances: (a) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2014 (and only during such fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a 30 consecutive trading-day period ending on, and including, the last trading day of the immediately preceding fiscal quarter exceeds $30.00 (subject to adjustment) on each applicable trading day, (b) during the five business-day period after any five consecutive trading-day period (the "measurement period") in which the trading price per $1,000 principal amount of the 3.125% Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Common Stock and the conversion rate on each such trading day, (c) if the Issuer calls all or any portion of the 3.125% Notes for redemption, at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the related redemption date or (d) upon the occurrence of specified distributions to holders of Common Stock or the occurrence of specified corporate events. On or after November 15, 2023, holders may convert the 3.125% Notes at their option at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the stated maturity date, regardless of the foregoing conditions. The conversion rate of the 3.125% Notes will initially be 43.3604 shares of Common Stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $23.06 per share of Common Stock). The conversion rate will be subject to adjustment in certain events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the stated maturity date, the Issuer will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event in certain circumstances. The Reporting Persons collectively own $50,000,000 in face value of 2.625% Convertible Senior Notes due 2019 (the "2.625% Notes"). The conversion rate of the 2.625% Notes will initially be 28.0230 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $35.68 per share of Common Stock). The conversion rate will be subject to adjustment in certain events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Issuer will increase the conversion rate for a holder who elects to convert the 2.625% Notes in connection with such a corporate event in certain circumstances. Upon conversion, the Issuer will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at its election. Notional principal amount derivative agreement (a "Derivative Agreement") in the form of a cash settled swap entered into by a Separately Managed Account representing a share equivalent of an aggregate of 14,500 shares of Common Stock. The Derivative Agreement provides the Separately Managed Account with economic results that are comparable to the economic results of ownership of Common Stock payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Stock that are the subject of the Derivative Agreement (such shares, the "Subject Shares"). Each of Paulson, the Funds, the Separately Managed Accounts and John Paulson disclaims beneficial ownership in the Subject Shares. The counterparty to the Derivative Agreement is an unaffiliated third party financial institution. Derivative Agreement in the form of a cash settled swap entered into by a Separately Managed Account representing a share equivalent of an aggregate of 418,600 shares of Common Stock. The Derivative Agreement provides the Separately Managed Account with economic results that are comparable to the economic results of ownership of Common Stock payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of such Subject Shares. Each of Paulson, the Funds, the Separately Managed Accounts and John Paulson disclaims beneficial ownership in the Subject Shares. The counterparty to the Derivative Agreement is an unaffiliated third party financial institution. /s/ Stuart L. Merzer, General Counsel & Chief Compliance Officer for Paulson & Co. Inc. 2014-07-18