Davis Polk – Cobalt International Energy, Inc. $1.38 Billion Convertible Notes Offering

Davis Polk advised Cobalt International Energy, Inc. (Cobalt) in connection with an SEC-registered offering of $1.38 billion aggregate principal amount of its 2.625% convertible senior notes due 2019, which included $180 million aggregate principal amount of notes sold pursuant to the underwriters’ fully exercised overallotment option. Morgan Stanley & Co. LLC and Goldman, Sachs & Co. were the underwriters of the offering.

Cobalt is an independent oil exploration and production company focusing on the deepwater U.S. Gulf of Mexico and offshore Angola and Gabon in West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt’s common stock is listed on the New York Stock Exchange under the symbol “CIE.”

The Davis Polk capital markets team included partner Richard D. Truesdell Jr. and associates Byron B. Rooney, Marcel Fausten, Alexa Taylor and Ryan C. Patterson. The Davis Polk equity derivatives team included partner John M. Brandow, associate Yinjie (Jessy) Li and former associate Jay A. Osha. The tax team included partners Lucy W. Farr and Michael Mollerus and associates Changsheng (Eric) Song and Avinash Venkatesh. Counsel Betty M. Huber provided environmental advice. Counsel Catherine L. Martin provided Investment Company Act of 1940 advice. Kristyn M. Dunleavy was the legal assistant for the transaction. All members of the Davis Polk team are based in the New York office.

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