Davis Polk & Wardwell LLP advised Cobalt International Energy, Inc. on its SEC-registered initial public offering of 63,000,000 shares of common stock for a price to the public of approximately $850 million. The underwriters also have an option to purchase an additional 9,450,000 million shares from Cobalt pursuant to an over-allotment option. The shares are listed on the New York Stock Exchange under the symbol “CIE.” Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and J.P. Morgan Securities Inc. were the joint book-running managers of the offering.

Closing simultaneously with the initial public offering, Davis Polk & Wardwell LLP also advised Cobalt on its Regulation S offering of 3,125,000 shares of common stock to a private investor for approximately $42 million.

Pursuant to the terms of a corporate reorganization that was completed immediately prior to the offering, the outstanding limited partnership interests of Cobalt’s predecessor entity, which were held by Cobalt’s financial sponsors, members of management and employees, were exchanged for an aggregate of approximately 283,200,000 shares of Cobalt’s common stock.

Cobalt is an independent oil and gas exploration and production company focusing on the deepwater U.S. Gulf of Mexico and offshore Angola and Gabon. Cobalt was formed in 2005 and is headquartered in Houston, Texas.

The Davis Polk capital markets team included partner Richard D. Truesdell Jr. and associates Byron B. Rooney and Xin Yu. The mergers and acquisitions team included partner Christopher Mayer and associates Paul D. Hodgdon, David M. Hutchins, Brian J. Snyder and Jason Mehar (not yet admitted). The employee benefits team included partner Barbara Nims, counsel Ada Dekhtyar Karczmer and associates Ron M. Aizen and Patrick Delaney (not yet admitted). Partner Michael Mollerus and associates Craig A. Phillips provided tax advice. Counsel Betty M. Huber provided environmental advice. Associate Catherine L. Martin provided Investment Company Act advice. Amarilys Katy Barbosa, Natalie Chan and Hyang S. Vanessa Lee were the legal assistants for the transaction. All members of the Davis Polk team are based in the New York office.