Transocean Ltd. Receives Early Termination Notice on the Discoverer Clear Leader
September 20 2017 - 4:15PM
Transocean Ltd. (NYSE:RIG) announced today that a subsidiary of
Chevron elected to exercise its contractual option to terminate the
drilling contract for the ultra-deepwater drillship Discoverer
Clear Leader, effective November 2017, prior to its expiration
in October 2018. In accordance with the contract terms, Transocean
will be compensated through a lumpsum payment of approximately $148
million in contract termination fees, which is the present value of
the operating dayrate less the operating costs per day. The payment
is expected to be received in the fourth quarter of 2017.
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,
Transocean has four ultra-deepwater drillships under construction
or under contract to be constructed. The company also operates
two high-specification jackups that were under drilling
contracts when the rigs were sold, and the company continues to
operate these jackups until completion or novation of the drilling
contracts.
For more information about Transocean, please visit:
www.deepwater.com.
Forward-Looking Statements
Statements regarding the Transaction (defined below), as well as
any other statements that are not historical facts may be
forward-looking statements that involve certain risks,
uncertainties and assumptions. These forward-looking statements
include, but are not limited to, estimated duration of customer
contracts; contract dayrate amounts; future contract commencement
dates and locations; planned shipyard projects; timing of
Transocean’s newbuild deliveries; operating hazards and delays;
risks associated with international operations; actions by
customers and other third parties; the future prices of oil and
gas; the intention to scrap certain drilling rigs; the expected
timing and likelihood of the completion of the proposed acquisition
of Songa Offshore SE (the “Transaction”), including the timing,
receipt and terms and conditions of any required governmental and
regulatory approvals of the Transaction that could reduce
anticipated benefits or cause the parties to abandon the
Transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
transaction agreement for the Transaction; the ability to
successfully complete the Transaction, including the related
exchange offers; regulatory or other limitations imposed as a
result of the Transaction; the success of the business following
completion of the Transaction; the ability to successfully
integrate the Transocean and Songa businesses; the possibility that
Transocean’s shareholders may not approve certain matters that are
conditions to the Transaction or that the requisite number of Songa
shares may not be exchanged in the public offer; the risk that the
parties may not be able to satisfy the conditions to closing of the
Transaction in a timely manner or at all; risks related to
disruption of management time from ongoing business operations due
to the Transaction; the risk that the announcement or completion of
the Transaction could have adverse effects on the market price of
Transocean’s or Songa’s shares or the ability of Transocean or
Songa to retain customers, retain or hire key personnel, maintain
relationships with their respective suppliers and customers, and on
their operating results and businesses generally; the risk that
Transocean may be unable to achieve expected synergies from the
Transaction or that it may take longer or be more costly than
expected to achieve those synergies; and other factors including
those and other risks discussed in Transocean’s most recent Annual
Report on Form 10-K for the year ended December 31, 2016, and in
Transocean’s other filings with the SEC, which are available free
of charge on the SEC's website at: www.sec.gov, and in Songa’s
annual and quarterly financial reports made publicly available. All
forward-looking statements included in this press release are based
on information available to Transocean as of the date of this press
release and current expectations, forecasts and assumptions.
Forward-looking statements involve risks and uncertainties which
could cause actual results to differ materially from those
anticipated. These risks and uncertainties include the risk that
the Transaction may not close for any reason, including the risk
that the requisite number of Songa Offshore shares may not be
tendered; difficulties that may be encountered in integrating the
combined businesses and realizing the potential synergies of the
proposed combination; and the other risks and uncertainties faced
by each company, in the case of Transocean, as reported in its most
recent Form 10-K, Forms 10-Q and other filings with the U.S.
Securities and Exchange Commission. No forward-looking statements
in this press release should be relied upon as representing
Transocean’s views or expectations as of any subsequent date and
Transocean does not undertake any obligation to revise or update
any such forward-looking statement to reflect events or
circumstances that may arise after the statement was made.
Additional Information
In connection with the Transaction, Transocean will file with
the U.S. Securities and Exchange Commission (the “SEC”) a proxy
statement (the “Proxy Statement”) and Transocean and Transocean,
Inc. (“TINC”), will file a Registration Statement on Form S-4 (the
“Registration Statement”) containing a prospectus with respect to
the shares and bonds to be issued in the Transaction and the
related exchange offers (the “Prospectus”). When available,
Transocean will mail the Proxy Statement to its shareholders in
connection with the vote to approve certain matters in connection
with the Transaction and will distribute the Prospectus to certain
Songa Offshore security holders in the United States in connection
with the Transaction and related exchange offers contemplated by
the transaction agreement. Transocean and TINC are also expected to
file an offer document with the Oslo Stock Exchange and the
Financial Supervisory Authority of Norway (the “Norwegian FSA”)
pursuant to Chapter 6 and Chapter 7 of the Norwegian Securities
Trading Act.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ CAREFULLY THE
DEFINITIVE PROXY STATEMENT AND/OR PROSPECTUS REGARDING THE
TRANSACTION IN ITS/THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) OR ANY DOCUMENTS
WHICH ARE INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY
STATEMENT OR PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION. You may obtain, free of charge,
copies of the definitive Proxy Statement, Prospectus and
Registration Statement, when available, and other relevant
documents filed by Transocean with the SEC, at the SEC’s website
at: www.sec.gov. In addition, shareholders may obtain free copies
of the Proxy Statement and Prospectus and other relevant documents
filed by Transocean and TINC with the SEC from Transocean’s website
at: www.deepwater.com.
This communication does not constitute an offer to buy or
exchange, or the solicitation of an offer to sell or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is not
a substitute for any prospectus, proxy statement or any other
document that Transocean and TINC may file with the SEC in
connection with the Transaction. The final terms and further
provisions regarding the public offer will be disclosed in the
offer document after the publication has been approved by the
Norwegian FSA and in documents that will be filed by Transocean and
TINC with the SEC. No money, securities or other consideration is
being solicited, and, if sent in response to the information
contained herein, will not be accepted.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of
1933, as amended, and any applicable European and Norwegian
regulations. The transaction and distribution of this document may
be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to
herein should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. No offering of securities will be made directly or
indirectly, in or into any jurisdiction where to do so would be
inconsistent with the laws of such jurisdiction.
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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