Transocean Ltd. (NYSE: RIG) announced today that Transocean Inc.,
its wholly-owned subsidiary (collectively with Transocean Ltd.,
“Transocean”), has amended its previously announced exchange offers
(the “Exchange Offers”) to exchange certain existing notes (the
“Existing Notes”) for up to an aggregate principal amount of $750
million (subject to increase or decrease by Transocean Inc., the
“Maximum New Notes Amount”) of new notes (the “New 2027 Senior
Guaranteed Notes”) issued by Transocean Inc., and terminated the
related solicitation of consents (the “Consent Solicitations” and,
together with the Exchange Offers, the “Offers”).
As of 5:00 p.m., New York City time, on August
21, 2020 (the “Original Early Tender Time”), $1.13 billion in
aggregate principal amount of Existing Notes had been validly
tendered or committed to be tendered pursuant to support agreements
described below. Based on the amended total consideration described
below, and the amounts tendered or committed to be tendered to
date, approximately $518 million aggregate principal amount of New
2027 Senior Guaranteed Notes would be issued upon closing the
Exchange Offers. Transocean intends to accept for exchange Existing
Notes validly tendered prior to the Expiration Time, subject to the
Maximum New Notes Amount and the Acceptance Priority Levels.
According to information received from D.F. King
& Co., Inc., the exchange agent and information agent for the
Offers, as of the Original Early Tender Time, $780.4 million in
aggregate principal amount of Existing Notes had been validly
tendered in the Offers. In addition, in connection with the
amendments to the Offers, certain Eligible Holders have entered
into support agreements whereby they have committed to tender and
exchange approximately $350 million aggregate principal amount of
Existing Notes (the “Committed Notes”) to be issued in connection
with the amended Offers. To the extent certain Committed Notes are
not accepted for purchase in the Offers due to proration,
Transocean has agreed to separately exchange such Committed Notes
for up to an additional $32 million principal amount of New 2027
Senior Guaranteed Notes on the same terms and conditions had such
Committed Notes been accepted for purchase in the amended
Offers.
The terms and conditions of the amended Offers
are described in a supplement, dated August 24, 2020 (the
“Supplement”), which supplements Transocean’s Exchange Offer
Memorandum and Consent Solicitation Statement, dated August 10,
2020 (as supplemented, the “Exchange Offer Memorandum”). The
Supplement amends the Offers as follows:
(i) The Offers with respect to the 6.375% Senior
Notes due 2021 (the “2021 Notes”) and the 3.800% Senior Notes due
2022 (the “2022 Notes”) are amended to provide that the
consideration payable with respect to an exchange of each such
series of Existing Notes shall be the 11.50% Senior Guaranteed
Notes due 2027 instead of the previously contemplated 10.00% Senior
Guaranteed Notes due 2025.
(ii) The Offers with respect to certain series
of Existing Notes are amended as indicated in the table below to
increase the consideration payable with respect to an exchange
thereof, such that, subject to the terms and conditions of each
such Offer, the total consideration for each $1,000 principal
amount of such series of Existing Notes validly tendered at or
prior to the Expiration Time and accepted for exchange pursuant to
such Offer will be as indicated in the table below (with respect to
such series of Existing Notes, the “Revised Consideration”).
Title of Existing Notes |
|
CUSIP Number(2) |
|
AcceptancePriorityLevel(3) |
|
New 2027 Senior Guaranteed Notes |
|
TotalConsideration(4) |
6.375% Senior Notes due 2021(1) |
|
893830BB4 |
|
1 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$825.00 |
3.800% Senior Notes due
2022(1) |
|
893830BC2 |
|
2 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$730.00(5) |
7.25% Senior Notes due 2025 |
|
893830BK4 / G90073AD2 |
|
3 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$475.00(5) |
7.50% Senior Notes due 2026 |
|
893830BF5 / G90073AB6 |
|
4 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$465.00(5) |
8.00% Senior Notes due 2027 |
|
893830BL2 / G90073AE0 |
|
5 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$455.00(5) |
8.00% Debentures due 2027 |
|
893817AB2 |
|
6 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$375.00 |
7.45% Notes due 2027 |
|
893817AA4 |
|
7 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$405.00(5) |
7.00% Notes due 2028 |
|
379352AL1 |
|
8 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$375.00 |
7.50% Notes due 2031 |
|
893830AF6 |
|
9 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$395.00(5) |
6.80% Senior Notes due 2038 |
|
893830AT6 |
|
10 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$375.00 |
7.35% Senior Notes due
2041(1) |
|
893830AZ2 |
|
11 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$395.00(5) |
______________
(1) The interest rate for the 2021 Notes, 2022
Notes and 2041 Notes has been increased to 8.375%, 5.800% and
9.35%, respectively, pursuant to the terms of the applicable
indenture.(2) No representation is made as to the correctness or
accuracy of the CUSIP numbers listed in this Supplement or printed
on the Existing Notes. They are provided solely for convenience.(3)
The Maximum New Notes Amount of New 2027 Senior Guaranteed Notes
that may be issued to Eligible Holders pursuant to the Offers is
$750 million, not including up to an additional $32 million
principal amount of New 2027 Senior Guaranteed Notes that may be
issued in a separate exchange for Committed Notes as described
above. Transocean reserves the right, in its sole discretion,
subject to applicable law, to increase or decrease the Maximum New
Notes Amount, but there can be no assurance that Transocean will do
so. Existing Notes accepted for exchange on the settlement date
will be accepted in accordance with their Acceptance Priority
Levels set forth herein (with “1” being the highest Acceptance
Priority Level and “11” being the lowest Acceptance Priority
Level). Transocean will only accept for exchange Existing Notes in
the Offers up to an aggregate principal amount that will not result
in the aggregate principal amount of New Senior Guaranteed Notes
issued pursuant to the Offers to exceed the Maximum New Notes
Amount.(4) Consideration in the form of principal amount of New
2027 Senior Guaranteed Notes per $1,000 principal amount of
Existing Notes that are validly tendered and accepted for exchange,
subject to any rounding as described herein. Excludes accrued and
unpaid interest, which will be paid in cash in addition to the
applicable total consideration.(5) Total Consideration increased
pursuant to the amended Offers.
(iii) The Original Early Tender Time with
respect to each Offer has been extended to 11:59 p.m., New York
City time, on September 4, 2020 (the “Revised Early Tender Time”).
Eligible Holders who validly tender Existing Notes prior to the
Revised Early Tender Time in accordance with the instructions
provided in the Exchange Offer Memorandum will be eligible to
receive the applicable total consideration, subject to the
conditions set forth in the Exchange Offer Memorandum.(iv) Each
Consent Solicitation related to each series of Existing Notes has
been terminated. In addition, the withdrawal deadline for each
series of Existing Notes (other than the 2021 Notes and the 2022
Notes) occurred at 5:00 p.m., New York City time, on August 21,
2020. Accordingly, any Existing Notes (other than the 2021 Notes
and 2022 Notes) validly tendered in an Offer may not be withdrawn
other than as required by applicable law. With respect to the 2021
Notes and 2022 Notes, the withdrawal deadline shall occur at the
Revised Early Tender Time.
(v) For the benefit of the Eligible Holders, the
terms of the New 2027 Senior Guaranteed Notes have been amended to
include more restrictive covenants including, (1) limiting the
ability of Transocean Inc. and its subsidiaries to transfer
drilling rigs and drillships to entities that are not the initial
subsidiary guarantors of the New 2027 Senior Guaranteed Notes or a
subsidiary thereof, (2) reducing the amount of indebtedness that
can be incurred by the subsidiary guarantors of the New 2027 Senior
Guaranteed Notes and (3) limiting the ability to secure
structurally subordinated or pari passu debt of subsidiaries of
Transocean Inc.
Each Offer will expire at 11:59 p.m., New York
City time on September 4, 2020, or any other date and time to
which Transocean Inc. extends such date and time in its sole
discretion (such date and time for such Offer, as it may be
extended, the “Expiration Time”), unless earlier terminated.
Holders of Existing Notes who have previously
tendered Existing Notes do not need to retender such Existing Notes
or take any other action in response to the amendments and will be
entitled to receive the applicable total consideration, subject to
the conditions set forth in the Exchange Offer Memorandum.
Each Offer is a separate offer, and each may be
individually amended, extended, terminated or withdrawn, subject to
certain conditions and applicable law, at any time in Transocean
Inc.’s sole discretion, and without amending, extending,
terminating or withdrawing any other Offer. No Offer is conditioned
upon any minimum principal amount of Existing Notes of any series
being tendered nor the consummation of any other Offer.
Additionally, notwithstanding any other provision of the Offers,
Transocean Inc.’s obligation to accept and exchange any of the
Existing Notes validly tendered pursuant to the Offers is subject
to the satisfaction or waiver of certain conditions, as described
in the Exchange Offer Memorandum, and Transocean Inc. expressly
reserves the right, subject to applicable law, to terminate any
Offer at any time.
The Offers are being made, and the New 2027
Senior Guaranteed Notes are being offered, only to holders of the
Existing Notes who are either (a) persons other than “U.S. persons”
as defined in Regulation S, and who agree to purchase the New 2027
Senior Guaranteed Notes outside of the United States, and who are
otherwise in compliance with the requirements of Regulation S; or
(b) persons who are reasonably believed to be “qualified
institutional buyers” as defined in Rule 144A under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) and to
whom the New 2027 Senior Guaranteed Notes are offered in the United
States in a transaction not involving a public offering, pursuant
to Section 4(a)(2) of the Securities Act; provided that, in each
case, if such holder is in the European Economic Area or the United
Kingdom, such holder is not a “retail investor”. For these
purposes, a “retail investor” means a person who is one (or more)
of: (i) a “retail client” as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a
“customer” within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified
investor” as defined in Regulation (EU) 2017/1129. The holders of
Existing Notes who have certified to Transocean Inc. that they are
eligible to participate in the Offers pursuant to at least one of
the foregoing conditions are referred to as “Eligible Holders.”
Eligible Holders may go to www.dfking.com/transocean to confirm
their eligibility.
Full details of the terms and conditions of the
Offers are described in the Exchange Offer Memorandum, the Offers
are only being made pursuant to, and the information in this press
release is qualified in its entirety by reference to, the Exchange
Offer Memorandum, which is being sent by Transocean Inc. to
Eligible Holders of the Existing Notes. Eligible Holders of the
Existing Notes are encouraged to read these documents, as they
contain important information regarding the Offers. This press
release is neither an offer to purchase nor a solicitation of an
offer to buy any Existing Notes in the Exchange Offers.
Requests for the Exchange Offer Memorandum and
other documents relating to the Offers may be directed to D.F. King
& Co., Inc., the exchange agent and information agent for the
Offers, at (212) 269-5550 (for banks and brokers only) or (800)
967-5051 (toll-free) (for all others) or transocean@dfking.com.
None of Transocean Ltd., Transocean Inc., any of
their respective subsidiaries, their respective boards of directors
or directors, the dealer manager and solicitation agent, the
exchange agent and information agent or any trustee or any of
Transocean Ltd.’s, Transocean Inc.’s or any of their subsidiaries’
respective affiliates, or such respective affiliates, is making any
recommendation as to whether Eligible Holders should tender any
Existing Notes in response to the Offers and no one has been
authorized by any of them to make such a recommendation.
The Offers are not being made to Eligible
Holders of Existing 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 Offers are required to be made by a
licensed broker or dealer, the Offers will be deemed to be made on
behalf of Transocean Inc. by the dealer manager and solicitation
agent, or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
The New 2027 Senior Guaranteed Notes have not
been and will not be registered under the Securities Act, or any
state securities laws and may not be offered or sold in the United
States, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state securities laws. The New 2027 Senior
Guaranteed Notes may not be publicly offered, directly or
indirectly, in Switzerland within the meaning of the Swiss
Financial Services Act (“FinSA”) (unless in circumstances falling
within article 36 of the FinSA). This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
the New 2027 Senior Guaranteed Notes in the United States, shall
not constitute an offer, solicitation or sale of the New 2027
Senior Guaranteed Notes in any jurisdiction where such offering or
sale would be unlawful and does not constitute a prospectus within
the meaning of the FinSA or advertising within the meaning of the
FinSA. There shall not be any sale of the New 2027 Senior
Guaranteed Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities 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
offshore drilling business with a particular focus on
ultra-deepwater and harsh environment drilling services. The
company’s mobile offshore drilling fleet is considered one of the
most versatile fleets in the world.
Transocean owns or has partial ownership
interests in and operates a fleet of 39 mobile offshore drilling
units, including 27 ultra-deepwater floaters and 12 harsh
environment floaters. In addition, Transocean is constructing two
ultra-deepwater drillships.
Forward-Looking Statements
This press 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
Offers, including the acceptance for purchase of any New 2027
Senior Guaranteed Notes validly tendered, the Revised Early Tender
Time, Expiration Time and Settlement Date thereof, the potential
increase to the Maximum New Notes Amount, and the satisfaction or
waiver of certain conditions of the Offers.
Forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the
actual results, performance or achievements of Transocean 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 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 speak only
as of the date hereof, 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 Contact:Lexington May+1
832-587-6515
Media Contact:Pam Easton+1 713-232-7647
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