0001140361-13-002910.txt : 20130123 0001140361-13-002910.hdr.sgml : 20130123 20130123190527 ACCESSION NUMBER: 0001140361-13-002910 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130118 FILED AS OF DATE: 20130123 DATE AS OF CHANGE: 20130123 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 & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543804 BUSINESS ADDRESS: STREET 1: 200 WEST STREET STREET 2: C/O GOLDMAN SACHS & CO 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: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543805 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 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V Cobalt Holdings, LLC CENTRAL INDEX KEY: 0001478614 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543803 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V Offshore Cobalt Holdings, L.P. CENTRAL INDEX KEY: 0001478623 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543797 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V Offshore Cobalt Holdings, LLC CENTRAL INDEX KEY: 0001478624 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543801 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Cobalt Holdings, L.P. CENTRAL INDEX KEY: 0001478625 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543796 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Cobalt Holdings, LLC CENTRAL INDEX KEY: 0001478626 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543800 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V GmbH Cobalt Holdings, LLC CENTRAL INDEX KEY: 0001478653 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543799 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI GmbH Cobalt Holdings, LLC CENTRAL INDEX KEY: 0001478656 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543798 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Cobalt Holdings, LLC CENTRAL INDEX KEY: 0001478679 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34579 FILM NUMBER: 13543802 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 4 1 doc1.xml FORM 4 X0306 4 2013-01-18 0 0001471261 Cobalt International Energy, Inc. CIE 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0000769993 GOLDMAN SACHS & CO 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001478614 GSCP V Cobalt Holdings, LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001478679 GSCP VI Cobalt Holdings, LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001478624 GSCP V Offshore Cobalt Holdings, LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001478626 GSCP VI Offshore Cobalt Holdings, LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001478653 GSCP V GmbH Cobalt Holdings, LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001478656 GSCP VI GmbH Cobalt Holdings, LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001478623 GSCP V Offshore Cobalt Holdings, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001478625 GSCP VI Offshore Cobalt Holdings, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Common Stock, par value $0.01 2013-01-18 4 S 0 13050450 25.00 D 49909648 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, The Goldman Sachs Group, Inc. 2013-01-23 /s/ Kevin P. Treanor, Attorney-in-fact, Goldman, Sachs & Co. 2013-01-23 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP V Cobalt Holdings, LLC 2013-01-23 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP VI Cobalt Holdings, LLC 2013-01-23 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP V Offshore Cobalt Holdings, LLC 2013-01-23 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP VI Offshore Cobalt Holdings, LLC 2013-01-23 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP V GmbH Cobalt Holdings, LLC 2013-01-23 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP VI GmbH Cobalt Holdings, LLC 2013-01-23 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP V Offshore Cobalt Holdings, L.P. 2013-01-23 /s/ Kevin P. Treanor, Attorney-in-fact, GSCP VI Offshore Cobalt Holdings, L.P. 2013-01-23 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, Institutional 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 duplicate.

(2)  
Pursuant to an underwriting agreement, dated January 15, 2013 (the “Underwriting Agreement”), by and among the underwriters named therein (the “Underwriters”), Cobalt International Energy, Inc. (the “Company”) and the selling stockholders named in Schedule A thereto (the “Selling Stockholders”), the Underwriters agreed to purchase from the Selling Stockholders and the Selling Stockholders agreed to sell to the Underwriters an aggregate of 40,000,000 shares of common stock of the Company, par value $0.01 per share (“Common Stock”), which aggregate amount includes 13,050,450 shares of Common Stock held by the Reporting Persons (the “Offering”). On January 18, 2013, the Underwriters closed on the sale of securities with respect to the Offering.

Pursuant to the final prospectus filed by the Company on January 17, 2013, the purchase price of the shares of Common Stock in the Offering paid by the Underwriters was $25.00 per share of Common Stock. Accordingly, the Reporting Persons sold an aggregate of 13,050,450 shares of Common Stock for an aggregate amount of $326,261,250.

(3)  
As of January 18, 2013, GS Group and Goldman Sachs may be deemed to beneficially own an aggregate of 49,909,648 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 January 18, 2013, Cobalt V Holdings beneficially owns an aggregate of 16,292,865 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 January 18, 2013, Offshore V Holdings LLC beneficially owns an aggregate of 8,416,214 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 January 18, 2013, GS Institutional beneficially owns an aggregate of 5,587,046 shares of Common Stock which may be deemed to be beneficially owned by GS Advisors V, the general partner of GS Institutional.

As of January 18, 2013, GmbH Holdings V LLC beneficially owns an aggregate of 645,957 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 January 18, 2013, Cobalt VI Holdings beneficially owns an aggregate of 8,853,883 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 January 18, 2013, Offshore VI Holdings LLC beneficially owns an aggregate of 7,364,349 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 January 18, 2013, GS Parallel beneficially owns an aggregate of 2,434,667 shares of Common Stock which may be deemed to be beneficially owned by GS Advisors VI, the general partner of GS Parallel.

As of January 18, 2013, GmbH Holdings VI LLC beneficially owns an aggregate of 314,667 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.