RIG Transocean Ltd

Transocean Ltd. (RIG) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on July 22, 2016.

On July 21, 2016, in connection with the closing of the previously-announced offering by Transocean Inc., a wholly-owned subsidiary of Transocean Ltd., of U.S. $1.25 billion in aggregate principal amount of 9.00% Senior Notes due 2023 (the "Notes"), Transocean Inc. entered into an indenture (the "Indenture") with Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited (collectively, the "Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis (the "Guarantees"). The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws, and were offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the Unites States in compliance with Regulation S under the Securities Act.

The terms of the Notes are governed by the Indenture, which contains covenants that, among other things, limit Transocean Inc.'s ability to allow its subsidiaries to incur certain additional indebtedness, incur certain liens on its drilling rigs or drillships without equally and ratably securing the Notes, engage in certain sale and lease-back transactions covering any of its drilling rigs or drillships and consolidate, merge or enter into a scheme of arrangement qualifying as an amalgamation. The Indenture also contains customary events of default. Indebtedness under the Notes may be accelerated in certain circumstances upon an event of default as set forth in the Indenture.

The description above does not purport to be complete and is qualified in its entirety by the Indenture filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1451505/000145150516000216/rig-20160722x8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1451505/000145150516000216/0001451505-16-000216-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

(END) Dow Jones Newswires

July 22, 2016 08:41 ET (12:41 GMT)

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