Transocean Ltd. (NYSE:RIG) announced today that Transocean Inc.,
its wholly-owned subsidiary (collectively with Transocean Ltd.,
“Transocean”), has commenced cash tender offers (the “Tender
Offers”) to purchase up to U.S. $1.5 billion aggregate principal
amount (as it may be increased by Transocean Inc., the “Aggregate
Maximum Tender Amount”) of the following series of notes issued by
Transocean Inc. (the “Notes”):
- 2.500% Senior Notes due 2017 (the “2017 Notes”)
- 7.375% Senior Notes due 2018 (the “7.375% 2018 Notes”)
- 6.000% Senior Notes due 2018 (the “6.000% 2018 Notes”)
- 6.500% Senior Notes due 2020 (the “2020 Notes”)
- 6.375% Senior Notes due 2021 (the “2021 Notes”)
The terms and conditions of the Tender Offers are described in
an Offer to Purchase, dated June 13, 2017 (the “Offer to
Purchase”). Transocean Inc. reserves the right, but is under no
obligation, to increase the Aggregate Maximum Tender Amount or the
Tender Caps (as defined below) without extending withdrawal rights,
except as required by law. The amounts of each series of Notes to
be purchased may be prorated as set forth in the Offer to
Purchase.
|
Dollars per U.S. $1,000 Principal
Amount of Notes |
Title of Notes |
|
|
CurrentCoupon(2) |
|
CUSIPNumber |
|
Aggregate PrincipalAmount Outstanding(U.S.
$)(2) |
Tender Cap(U.S.
$) |
|
AcceptancePriority Level |
|
Tender
OfferConsideration(4)(U.S. $) |
|
Early TenderPremium (U.S.
$) |
|
TotalConsideration(1)(4)(U.S. $) |
2.500% Senior Notesdue 2017 |
|
|
4.250 |
% |
|
893830BD0 |
|
$423,485,000 |
N/A |
|
1 |
|
$989.19 |
|
$20.00 |
|
$1,009.19 |
7.375% Senior Notesdue 2018 |
|
|
7.375 |
% |
|
893830AK5 |
|
$210,098,000 |
N/A |
|
2 |
|
$1,026.50 |
|
$20.00 |
|
$1,046.50 |
6.000% Senior Notesdue 2018 |
|
|
6.000 |
% |
|
893830AS8 |
|
$718,788,000 |
|
$400,000,000 |
|
3 |
|
$1,011.35 |
|
$20.00 |
|
$1,031.35 |
6.500% Senior Notesdue 2020 |
|
|
6.500 |
% |
|
893830AY5 |
|
$501,804,000 |
|
$225,000,000 |
|
4 |
|
$1,037.50 |
|
$20.00 |
|
$1,057.50 |
6.375% Senior Notesdue 2021 |
|
|
8.125 |
%(3) |
|
893830BB4 |
|
$545,424,000 |
|
$225,000,000 |
|
5 |
|
$1,055.00 |
|
$20.00 |
|
$1.075.00 |
________________
(1) |
|
Includes the Early Tender
Premium. |
(2) |
|
As of the date
hereof. |
(3) |
|
The coupon on the 6.375%
Senior Notes due 2021 is expected to increase to 8.375% on June 15,
2017. |
(4) |
|
Holders will also receive
accrued and unpaid interest from the last interest payment with
respect to Notes to, but not including, the applicable Settlement
Date (as defined in the Offer to Purchase). |
|
|
|
The Tender Offers will expire at 11:59 p.m., New York City time,
on July 11, 2017, unless extended or earlier terminated by
Transocean Inc. (the “Expiration Date”). No tenders submitted after
the Expiration Date will be valid. Subject to the terms and
conditions of the Tender Offers, the consideration for each U.S.
$1,000 principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase pursuant to the Tender Offers
will be the tender offer consideration for such series of Notes set
forth in the table above (with respect to each series of Notes, the
“Tender Offer Consideration”). Holders of Notes that are validly
tendered (and not validly withdrawn) at or prior to 5:00 p.m., New
York City time, on June 26, 2017 (such date and time, as it may be
extended, the “Early Tender Date”) and accepted for purchase
pursuant to the Tender Offers will receive the applicable Total
Consideration for such series, which includes the early tender
premium for such series of Notes set forth in the table above (with
respect to each series of Notes, the “Early Tender Premium”).
Holders of Notes tendering their Notes after the Early Tender Date
will only be eligible to receive the Tender Offer Consideration,
which is the Total Consideration less the Early Tender Premium.
All Notes validly tendered and accepted for purchase pursuant to
the Tender Offers will receive the applicable consideration set
forth in the table above, plus accrued and unpaid interest on such
Notes from the last interest payment date with respect to those
Notes to, but not including, the applicable Settlement Date (as
such term is defined in the Offer to Purchase) (“Accrued
Interest”).
Tendered Notes may be withdrawn from the Tender Offers at or
prior to 5:00 p.m., New York City time, on June 26, 2017, unless
extended by Transocean Inc. (such date and time, as it may be
extended, the “Withdrawal Date”). Holders of Notes who tender their
Notes after the Withdrawal Date, but prior to the Expiration Date,
may not withdraw their tendered Notes.
Transocean Inc. reserves the right, but is under no obligation,
subject to the satisfaction or waiver of the conditions to the
Tender Offers, to accept for purchase any Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Date, at
any point following the Early Settlement Date, subject to the
Acceptance Priority Levels, the Aggregate Maximum Tender Amount and
the Tender Caps. The Early Settlement Date is expected to be within
three business days following the applicable Early Tender Date, or
as promptly as practicable thereafter, subject to all conditions to
the Tender Offers having been either satisfied or waived by
Transocean Inc. On the Early Settlement Date, Transocean Inc. will
accept Notes validly tendered at or prior to the Early Tender Date,
subject to the Aggregate Maximum Tender Amount, the Tender Caps,
the Acceptance Priority Levels and proration, each as described in
the Offer to Purchase. Assuming that the conditions to the Offers
are satisfied and waived, such Early Settlement Date may be as
early as one business day following the Early Tender Date.
Transocean Inc. will purchase any remaining Notes that have been
validly tendered and not validly withdrawn at or prior to the
Expiration Date and that Transocean Inc. chooses to accept for
purchase promptly following the Expiration Date, subject to all
conditions to the Tender Offers having been either satisfied or
waived by Transocean Inc. The Final Settlement Date is expected to
occur within three business days following the Expiration Date or
as promptly as practicable thereafter.
Subject to the Aggregate Maximum Tender Amount, the Tender Caps
and proration, the Notes accepted on any Settlement Date will be
accepted in accordance with their Acceptance Priority Levels set
forth in the table above, with 1 being the highest Acceptance
Priority Level and 5 being the lowest Acceptance Priority Level. In
addition, no more than U.S. $400,000,000 aggregate principal amount
of the 6.000% 2018 Notes will be purchased in the Tender Offers (as
may be increased by Transocean Inc., the “6.000% 2018 Notes Tender
Cap”), no more than U.S. $225,000,000 aggregate principal amount of
the 2020 Notes will be purchased in the Tender Offers (as may be
increased by Transocean Inc., the “2020 Notes Tender Cap”) and no
more than U.S. $225,000,000 aggregate principal amount of the 2021
Notes will be purchased in the Tender Offers (as may be increased
by Transocean Inc., the “2021 Notes Tender Cap” and, together with
the 6.000% 2018 Notes Tender Cap and the 2020 Notes Tender Cap, the
“Tender Caps”). All Notes tendered at or before the Early Tender
Date will be accepted for purchase in priority to other Notes
tendered after the Early Tender Date, even if such Notes tendered
after the Early Tender Date have a higher Acceptance Priority Level
than Notes tendered prior to the Early Tender Date.
Acceptance for tenders of any Notes may be subject to proration
if the aggregate principal amount for any series of Notes validly
tendered and not validly withdrawn would cause the Aggregate
Maximum Tender Amount to be exceeded. Acceptance for tenders of the
6.000% 2018 Notes, the 2020 Notes and the 2021 Notes may be subject
to proration if the aggregate principal amount of the specified
series of Notes validly tendered and not validly withdrawn is
greater than the applicable Tender Cap. Furthermore, if the Tender
Offers are fully subscribed as of the Early Tender Date, holders
who validly tender Notes after the Early Tender Date will not have
any of their Notes accepted for purchase.
The consummation of the Tender Offers is not conditioned upon
any minimum amount of Notes being tendered. However, the Tender
Offers are subject to, and conditioned upon, the satisfaction or
waiver of certain conditions described in the Offer to
Purchase.
Wells Fargo Securities, LLC and Credit Agricole Securities (USA)
Inc. are the dealer managers in the Tender Offers. D.F. King &
Co., Inc. has been retained to serve as both the depositary and the
information agent for the Tender Offers. Questions regarding the
Tender Offers should be directed to Wells Fargo Securities, LLC at
(toll-free) (866) 309-6316 or (collect) (704) 410-4760, Credit
Agricole Securities (USA) Inc. at (toll-free) (866)-807-6030 or
(collect) (212) 261-7802. Requests for copies of the Offer to
Purchase and other related materials should be directed to D.F.
King & Co., Inc. at (email) transocean@dfking.com, (toll-free)
(888) 625-2588 or (collect) (212) 269-5550.
None of Transocean Ltd., Transocean Inc., their respective
boards of directors, the dealer managers, the depositary or the
information agent, the trustees with respect to the Notes or any of
Transocean Inc.’s or their respective affiliates, makes any
recommendation as to whether holders of the Notes should tender any
Notes in response to the Tender Offers. The Tender Offers are made
only by the Offer to Purchase. The Tender Offers are not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the Tender Offers are required to be made by a licensed
broker or dealer, the Tender Offers will be deemed to be made on
behalf of Transocean Inc. by the dealer managers, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
About Transocean
Transocean is a leading international provider of offshore
contract drilling services for oil and gas wells. The company
specializes in technically demanding sectors of the global offshore
drilling business with a particular focus on deepwater and harsh
environment drilling services, and believes that it operates one of
the most versatile offshore drilling fleets in the world.
Transocean owns or has partial ownership interests in, and
operates a fleet of 44 mobile offshore drilling units consisting of
30 ultra-deepwater floaters, seven harsh environment floaters,
three deepwater floaters and four midwater floaters. In addition,
the company has four ultra-deepwater drillships under construction
or under contract to be constructed.
For more information about Transocean, please visit:
www.deepwater.com.
Forward-Looking Statements
This news release contains certain forward-looking information
and forward-looking statements as defined in applicable securities
laws (collectively referred to as “forward-looking statements”).
Forward-looking statements include: statements regarding the terms
and timing for completion of the Tender Offers, including the
acceptance for purchase of any Notes validly tendered and the
expected Early Tender Date, Expiration Date and Settlement Dates
thereof; the potential increase to the Aggregate Maximum Tender
Amount; the potential increase to the Tender Caps; and the
satisfaction or waiver of certain conditions of the Tender
Offers.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performance or achievements of Transocean Ltd. to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Factors that may cause actual results to vary include,
but are not limited to, conditions in financial markets, investor
response to Transocean Inc.’s Tender Offers, and other risk factors
as detailed from time to time in Transocean Ltd.’s reports filed
with the U.S. Securities and Exchange Commission.
Readers are cautioned against unduly relying on forward-looking
statements. Forward-looking statements are made as of the date of
the relevant document and, except as required by law, Transocean
undertakes no obligation to update publicly or otherwise revise any
forward-looking statements, whether as a result of new information
or future events or otherwise.
Analyst Contacts:Bradley Alexander+1
713-232-7515
Diane Vento+1 713-232-8015
Media Contact:Pam Easton+1 713-232-7647
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