0001140361-13-020702.txt : 20130514 0001140361-13-020702.hdr.sgml : 20130514 20130514173721 ACCESSION NUMBER: 0001140361-13-020702 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130510 FILED AS OF DATE: 20130514 DATE AS OF CHANGE: 20130514 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: GOLDMAN, SACHS MANAGEMENT GP GMBH CENTRAL INDEX KEY: 0001232073 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13842922 BUSINESS ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH DATE OF NAME CHANGE: 20030509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V ADVISORS, L.L.C. CENTRAL INDEX KEY: 0001359609 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13842929 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GSCP V ADVISORS, LLC DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V OFFSHORE ADVISORS, L.L.C. CENTRAL INDEX KEY: 0001359610 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13842927 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GSCP V OFFSHORE ADVISORS LLC DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS ADVISORS V, L.L.C. CENTRAL INDEX KEY: 0001359614 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13842924 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS ADVISORS V LLC DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V GMBH & CO. KG CENTRAL INDEX KEY: 0001359670 STATE OF INCORPORATION: 2M FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13842931 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTNERS V GmbH & CO KG DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI GmbH & Co KG CENTRAL INDEX KEY: 0001386557 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13842930 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: New York STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: New York STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C. CENTRAL INDEX KEY: 0001394278 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13842926 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C. CENTRAL INDEX KEY: 0001394286 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13842928 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Advisors VI, L.L.C. CENTRAL INDEX KEY: 0001394288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13842923 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 4 1 doc1.xml FORM 4 X0306 4 2013-05-10 1 0001471261 Cobalt International Energy, Inc. CIE 0001359670 GS CAPITAL PARTNERS V GMBH & CO. KG 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001386557 GS Capital Partners VI GmbH & Co KG 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359609 GSCP V ADVISORS, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394286 GSCP VI Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359610 GSCP V OFFSHORE ADVISORS, L.L.C. 200 WEST STREET NEW YORK NY 10282-2198 0 0 0 1 Former Director 0001394278 GSCP VI Offshore Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359614 GS ADVISORS V, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394288 GS Advisors VI, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001232073 GOLDMAN, SACHS MANAGEMENT GP GMBH MESSETURM FRIEDRICH-EBERT-ANLAGE 49 FRANKFURT AM MAIN 60323 2M 2M 0000 GERMANY 0 0 1 0 Common Stock, par value $0.01 2013-05-10 4 S 0 15084368 26.62 D 34825280 I See footnotes For text of Footnote 1, see Exhibit 99.1. For text of Footnote 2, see Exhibit 99.1. For text of Footnote 3, see Exhibit 99.1. /s/ Kevin P. Treanor, Attorney-in-fact, GS Capital Partners V GmbH & Co. KG 2013-05-14 /s/ Kevin P. Treanor, Attorney-in-fact, GS Capital Partners VI GmbH & Co. KG 2013-05-14 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP V Advisors, L.L.C. 2013-05-14 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP VI Advisors, L.L.C. 2013-05-14 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP V Offshore Advisors, L.L.C. 2013-05-14 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP VI Offshore Advisors, L.L.C. 2013-05-14 /s/ Kevin P. Treanor, Attorney-in-fact, GS Advisors V, L.L.C. 2013-05-14 /s/ Kevin P. Treanor, Attorney-in-fact, GS Advisors VI, L.L.C. 2013-05-14 /s/ Kevin P. Treanor, Attorney-in-fact, Goldman, Sachs Management GP GmbH 2013-05-14 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
 
 
 
Exhibit 99.1

FOOTNOTES
 
(1)
This statement is being filed by: The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Cobalt Holdings, LLC ("Cobalt V Holdings"), GSCP VI Cobalt Holdings, LLC ("Cobalt VI Holdings"), GSCP V Offshore Cobalt Holdings, LLC ("Offshore V Holdings LLC"), GSCP VI Offshore Cobalt Holdings, LLC ("Offshore VI Holdings LLC"), GSCP V GmbH Cobalt Holdings, LLC ("GmbH Holdings V LLC"), GSCP VI GmbH Cobalt Holdings, LLC ("GmbH Holdings VI LLC" and, together with Cobalt V Holdings, Cobalt VI Holdings, Offshore V Holdings LLC, Offshore VI Holdings LLC and GmbH Holdings V LLC, the "Goldman LLCs"), GSCP V Offshore Cobalt Holdings, L.P. ("Offshore V Holdings LP"), GSCP VI Offshore Cobalt Holdings, L.P. ("Offshore VI Holdings LP"), GSCP V GmbH Cobalt Holdings, L.P. ("GmbH Holdings V LP"), GSCP VI GmbH Cobalt Holdings, L.P. ("GmbH Holdings VI LP"), GSCP V GmbH Cobalt Holdings ("GmbH Holdings V"), GSCP VI GmbH Cobalt Holdings ("GmbH Holdings VI"), GS Capital Partners V Fund, L.P. ("GS Capital V"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners V Offshore Fund, L.P. ("GS V Offshore"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners V Institutional, L.P. ("GS Institutional"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners V GmbH & Co. KG ("GS V Germany"), GS Capital Partners VI GmbH & Co. KG ("GS VI Germany" and, together with GS Capital V, GS Capital VI, GS V Offshore, GS VI Offshore, GS Institutional, GS Parallel and GS V Germany, the "Limited Partnerships"), GSCP V Advisors, L.L.C. ("GSCP V Advisors"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP V Offshore Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors V"), GS Advisors VI, L.L.C. ("GS Advisors VI"), and Goldman, Sachs Management GP GmbH ("GS GmbH" and, together with the foregoing entities, the "Reporting Persons").
 
Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Due to the electronic system’s limitation of 10 Reporting Persons per joint filing, this statement is being filed in triplicate.
 
(2)
Pursuant to an underwriting agreement, dated May 7, 2013 (the “Underwriting Agreement”), by and among the underwriter named therein (the “Underwriter”), Cobalt International Energy, Inc. (the “Company”) and the selling stockholders named in Schedule A thereto (the “Selling Stockholders”), the Underwriter agreed to purchase from the Selling Stockholders and the Selling Stockholders agreed to sell to the Underwriter an aggregate of 50,000,000 shares of common stock of the Company, par value $0.01 per share (“Common Stock”), which aggregate amount includes 15,084,368 shares of Common Stock held by the Reporting Persons (the “Offering”). On May 10, 2013, the Underwriter closed on the sale of securities with respect to the Offering.
 
Pursuant to the final prospectus filed by the Company on May 7, 2013, the purchase price of the shares of Common Stock in the Offering paid by the Underwriter was $26.62 per share of Common Stock. Accordingly, the Reporting Persons sold an aggregate of 15,084,368 shares of Common Stock for an aggregate amount of $401,545,876.16.
 
(3)
As of May 10, 2013, GS Group and Goldman Sachs may be deemed to beneficially own an aggregate of 34,825,280 shares of Common Stock through the Limited Partnerships. Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the investment manager of the Limited Partnerships and is a wholly-owned subsidiary of GS Group.
 
As of May 10, 2013, Cobalt V Holdings beneficially owns an aggregate of 11,368,617 shares of Common Stock which may be deemed to be beneficially owned by its sole member, GS Capital V, and GS Capital V's sole general partner, GSCP V Advisors.
 
As of May 10, 2013, Offshore V Holdings LLC beneficially owns an aggregate of 5,872,552 shares of Common Stock which may be deemed to be beneficially owned by its sole member, Offshore V Holdings LP, and GS V Offshore, the general partner of Offshore V Holdings LP, and GSCP V Offshore Advisors, the general partner of GS V Offshore.
 
As of May 10, 2013, GS Institutional beneficially owns an aggregate of 3,898,453 shares of Common Stock which may be deemed to be beneficially owned by GS Advisors V, the general partner of GS Institutional.
 
As of May 10, 2013, GmbH Holdings V LLC beneficially owns an aggregate of 450,727 shares of Common Stock which may be deemed to be beneficially owned by its sole member, GmbH Holdings V LP, by GmbH Holdings V, the general partner of GmbH Holdings V LP, by GS Germany, the sole stockholder of GmbH Holdings V, and by GS GmbH, the general partner of GS V Germany.
 
As of May 10, 2013, Cobalt VI Holdings beneficially owns an aggregate of 6,177,942 shares of Common Stock which may be deemed to be beneficially owned by its sole member, GS Capital VI, and GS Capital VI's sole general partner, GSCP VI Advisors.
 
As of May 10, 2013, Offshore VI Holdings LLC beneficially owns an aggregate of 5,138,596 shares of Common Stock which may be deemed to be beneficially owned by its sole member, Offshore VI Holdings LP, by GS VI Offshore, the general partner of Offshore VI Holdings LP, and by GSCP VI Offshore Advisors, the general partner of GS VI Offshore.
 
As of May 10, 2013, GS Parallel beneficially owns an aggregate of 1,698,829 shares of Common Stock which may be deemed to be beneficially owned by GS Advisors VI, the general partner of GS Parallel.
 
As of May 10, 2013, GmbH Holdings VI LLC beneficially owns an aggregate of 219,564 shares of Common Stock which may be deemed to be beneficially owned by its sole member, GmbH Holdings VI LP, by GmbH Holdings VI, the general partner of GmbH Holdings VI LP, by GS Germany, the sole stockholder of GmbH Holdings VI, and by GS GmbH, the general partner of GS VI Germany.
 
The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interests therein.