Transocean Ltd. (NYSE:RIG) announced today the early results of its
previously announced cash tender offers (the “Tender Offers”) by
Transocean Inc., its wholly-owned subsidiary (collectively with
Transocean Ltd., “Transocean”), to purchase up to U.S. $1.5 billion
aggregate principal amount of the following series of notes issued
by Transocean Inc. (collectively, 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”)
According to information received from D.F. King & Co., Inc.
(“D.F. King”), the Depositary and Information Agent for the Tender
Offers, as of 5:00 p.m., New York City time, on June 26, 2017 (that
date and time, the “Early Tender Date”), Transocean Inc. had
received valid tenders from holders of the Notes as outlined in the
table below.
|
U.S. Dollars per $1,000 Principal
Amount of Notes |
Title of Notes |
Current
Coupon(2) |
CUSIPNumber |
AggregatePrincipalAmountOutstanding(U.S.
$)(2) |
PrincipalAmountTendered (U.S.$) |
Tender Cap(U.S.
$) |
AcceptancePriority Level |
Tender OfferConsideration(4)
(U.S. $) |
EarlyTender Premium (U.S.
$) |
Total Consideration(1)(4)(U.S.
$) |
2.500% Senior Notes due 2017 |
4.500% |
893830BD0 |
$423,485,000 |
$270,791,000 |
N/A |
1 |
$989.19 |
$20.00 |
$1,009.19 |
7.375% Senior Notes due 2018 |
7.375% |
893830AK5 |
$210,098,000 |
$127,498,000 |
N/A |
2 |
$1,026.50 |
$20.00 |
$1,046.50 |
6.000% Senior Notes due 2018 |
6.000% |
893830AS8 |
$718,788,000 |
$486,618,000 |
$400,000,000 |
3 |
$1,011.35 |
$20.00 |
$1,031.35 |
6.500% Senior Notes due 2020 |
6.500% |
893830AY5 |
$501,804,000 |
$202,617,000 |
$225,000,000 |
4 |
$1,037.50 |
$20.00 |
$1,057.50 |
6.375% Senior Notes due 2021 |
8.125%(3) |
893830BB4 |
$545,424,000 |
$211,559,000 |
$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 has
increased 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). |
|
Transocean Inc. will accept for purchase in full
all Notes validly tendered (and not validly withdrawn) on or before
the Early Tender Date, subject to (i) the Tender Caps, if any, set
forth above with respect to each series of Notes and (ii) all
conditions to the Tender Offers having been either satisfied or
waived by Transocean Inc. Such Notes will be purchased on the
“Early Settlement Date,” which is currently expected to occur on or
about June 27, 2017, subject to all conditions to the Tender Offers
having been either satisfied or waived by Transocean Inc.
As previously announced, the aggregate principal amount of the
6.000% 2018 Notes that may be purchased pursuant to the Tender
Offers may not exceed $400,000,000 (the “6.000% 2018 Notes Tender
Cap”). As of the Early Tender Date, the 6.000% 2018 Notes Tender
Cap has been exceeded and, as a result, Transocean Inc. will not
accept for purchase any additional 6.000% 2018 Notes tendered in
the Tender Offers after the Early Tender Date. The proration factor
for the 6.000% 2018 Notes is approximately 82%.
Payments for Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the applicable Settlement Date (as such term is defined
in the Offer to Purchase).
The Tender Offers are being made pursuant to the terms and
conditions described in Transocean Inc.’s Offer to Purchase, dated
June 13, 2017 (the “Offer Document”).
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 Offer
Document (with respect to each series of Notes, the “Tender Offer
Consideration”). Holders of Notes that were validly tendered (and
not validly withdrawn) at or prior to the Early Tender Date and
accepted for purchase pursuant to the Tender Offers will receive
the applicable Total Consideration (as defined below) for such
series, which includes the early tender premium for such series of
Notes set forth in the Offer Document (with respect to each series
of Notes, the “Early Tender Premium” and, together with the
applicable Tender Offer Consideration, the “Total Consideration”).
The Tender Offers will expire at midnight, New York City time, at
the end of July 11, 2017, unless extended or earlier terminated by
Transocean Inc. (the “Expiration Date”). No tenders submitted after
the Expiration Date will be valid. The settlement date, if
necessary, for Notes validly tendered after the Early Tender Date
and on or before the Expiration Date and which are accepted for
purchase (the “Final Settlement Date”) is expected to occur on the
first business day following the Expiration Date. Since the
Withdrawal Date (as defined in the Offer to Purchase) has passed,
Notes tendered after the Early Tender Date may not be withdrawn,
subject to applicable law.
The Tender Offers are subject to the conditions described in the
Offer Document. Full details of the terms and conditions of the
Tender Offers are set forth in the Offer Document, which is
available from D.F. King. Transocean Inc. may amend, extend or
terminate any of the Tender Offers at any time.
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 who 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 Expiration Date and Settlement Dates thereof; 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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