Transocean Ltd. (NYSE: RIG) announced that Transocean Inc.,
its wholly-owned subsidiary (the “Company” and, together with
Transocean Ltd., “Transocean”), has commenced tender offers
(collectively, the “Offers” and each, an “Offer”) to purchase for
cash (i) any and all of its outstanding 6.500% Senior Notes due
2020 (the “2020 Notes”) and (ii) up to an aggregate principal
amount of (a) its outstanding 6.375% Senior Notes due 2021 (the
“2021 Notes”), 3.800% Senior Notes due 2022 (the “2022 Notes”) and
7.250% Senior Notes due 2025 (the “2025 Notes”) and (b) the 5.375%
Senior Secured Notes due 2023 issued by Transocean Sentry Limited,
a wholly-owned subsidiary of Transocean Ltd. (the “Sentry Notes”
and, collectively with the 2021 Notes, the 2022 Notes and the 2025
Notes, the “Capped Notes” and, collectively with the 2020 Notes,
the “Notes” and, each series, a “series of Notes”), that will not
result in the aggregate purchase price for Capped Notes validly
tendered (and not validly withdrawn) and accepted for purchase
pursuant to the Offers exceeding $200.0 million (subject to
increase or decrease by the Company in its sole discretion, subject
to applicable law, the “Maximum Amount”), in each case, from
holders thereof (each, a “Holder” and collectively, the “Holders”).
The Offers are being made pursuant to an Offer to Purchase, dated
October 13, 2020 (the “Offer to Purchase”).
Each Offer will expire at 11:59 p.m., New York
City time, on November 9, 2020, or any other time and date to which
the Company extends such Offer in its sole discretion (such time
and date, as it may be extended, in its sole discretion, the
“Expiration Time”), unless earlier terminated. To be eligible to
receive the applicable Total Consideration, Holders must validly
tender and not validly withdraw their Notes at or prior to 5:00
p.m., New York City time, on October 26, 2020, or any other time
and date to which the Company extends such period in its sole
discretion (such time and date, as it may be extended, in its sole
discretion, the “Early Tender Time”). The Early Tender Time and/or
Expiration Time with respect to an Offer can be extended
independently of the Withdrawal Deadline (as defined below) for
such Offer and the Early Tender Time, Expiration Time or Withdrawal
Deadline with respect to any other Offer. The following table
describes certain terms of the Offers:
Title of Notes |
|
CUSIP Number(2) |
|
Principal Amount Outstanding |
|
Acceptance Priority
Level(3) |
|
Tender Consideration(4) |
|
Early Tender Premium(4)(5) |
|
Total Consideration(4)(6) |
|
6.500% Senior Notes due 2020 |
|
893830 AY5 |
|
$190,885,000 |
|
Any and All |
|
$940.0 |
$30.00 |
$970.0 |
6.375% Senior Notes due
2021(1) |
|
893830 BB4 |
|
$115,973,000 |
|
1 |
|
$670.0 |
$30.00 |
$700.0 |
3.800% Senior Notes due
2022(1) |
|
893830 BC2 |
|
$37,739,000 |
|
2 |
|
$520.0 |
$30.00 |
$550.0 |
5.375% Senior Secured Notes due
2023 |
|
89385AAA3 / G9007CAA8 |
|
$503,509,000 |
|
3 |
|
$620.0 |
$30.00 |
$650.0 |
7.250% Senior Notes due 2025 |
|
893830 BK4 / G90073AD2 |
|
$542,901,000 |
|
4 |
|
$400.0 |
$30.00 |
$430.0 |
_______
(1) |
|
The interest rate for the 2021 Notes and 2022 Notes has been
increased to 8.375% and 5.800%, respectively, pursuant to the terms
of the 2007 Indenture (as defined herein). |
(2) |
|
No
representation is made as to the correctness or accuracy of the
CUSIP numbers listed in the Offer to Purchase or printed on the
Notes. They are provided solely for convenience. |
(3) |
|
The
Maximum Amount of Capped Notes that may be purchased in the Offers
is the aggregate amount of Capped Notes that will not result in the
aggregate purchase price for Capped Notes validly tendered and
accepted for purchase pursuant to the Offers to exceed $200.0
million. The Company reserves the right, in its sole discretion,
subject to applicable law, to increase or decrease the Maximum
Amount, but there can be no assurance that the Company will do so.
Capped Notes accepted for purchase on any Settlement Date will be
accepted in accordance with their Acceptance Priority Levels set
forth herein (with “1” being the highest Acceptance Priority Level
and “4” being the lowest Acceptance Priority Level). The Company
will only accept for purchase Capped Notes up to an aggregate
principal amount that will not result in the aggregate purchase
price to exceed the Maximum Amount. For the avoidance of doubt the
Offer with respect to the 2020 Notes is not subject to the Maximum
Amount or the Acceptance Priority Levels and any 2020 Notes validly
tendered and accepted for purchase pursuant to the such Offer will
be purchased on the applicable Settlement Date. |
(4) |
|
Consideration in the form of cash per $1,000 principal amount of
Notes that are validly tendered and accepted for purchase, subject
to any rounding. Excludes Accrued Interest (as defined below),
which will be paid in cash in addition to the applicable Tender
Consideration or the Total Consideration (each, as defined below),
as applicable. |
(5) |
|
The
applicable Early Tender Premium will be payable to Holders of the
Notes who validly tender Notes on or prior to the applicable Early
Tender Time. |
(6) |
|
Includes
the applicable Early Tender Premium for Notes validly tendered on
or prior to the applicable Early Tender Time. |
Subject to the terms and conditions of each
Offer, the consideration for each $1,000 principal amount of Notes
validly tendered at or prior to the applicable Expiration Time and
accepted for purchase pursuant to such Offer will be the “Tender
Consideration” for such series set forth in the table on the front
cover of the Offer to Purchase (with respect to each series of
Notes, the “Tender Consideration”). Holders of Notes that are
validly tendered at or prior to the applicable Early Tender Time
and accepted for purchase pursuant to such Offer will receive the
applicable Tender Consideration plus an early tender premium of
$30.00 per $1,000 principal amount of such Notes (the “Early Tender
Premium” and, together with the applicable Tender Consideration for
such series of Notes, the “Total Consideration”), subject to the
terms and conditions of each Offer. Holders of Notes that are
validly tendered after the applicable Early Tender Time but before
the applicable Expiration Time and accepted for purchase pursuant
to such Offer will receive the applicable Tender Consideration, but
not the applicable Early Tender Premium.
In addition to the Tender Consideration or the
Total Consideration, as applicable, all Holders of Notes accepted
for purchase pursuant to the Offers on the Early Settlement Date
(as defined herein) or the Final Settlement Date (as defined
herein), as applicable, will also receive accrued and unpaid
interest on such Notes from the last interest payment date with
respect to the Notes to, but not including, the Early Settlement
Date or the Final Settlement Date, as applicable (with respect to
each series of Notes, the “Accrued Interest”).
The Company expressly reserves the right, but is
under no obligation, to increase or decrease the Maximum Amount at
any time, subject to applicable law. This could result in the
Company purchasing a greater or lesser aggregate principal amount
of Capped Notes in the Offers. There can be no assurance that the
Company will exercise its right to increase or decrease the Maximum
Amount. For the avoidance of doubt the Offer with respect to the
2020 Notes is not subject to the Maximum Amount or the Acceptance
Priority Levels and any 2020 Notes validly tendered and accepted
for purchase pursuant to the such Offer will be purchased on the
applicable Settlement Date.
Validly tendered Notes may be withdrawn with
respect to an Offer for any series of Notes at or prior to, and not
thereafter (subject to applicable law), 5:00 p.m., New York City
time, on October 26, 2020, unless extended by the Company in its
sole discretion, (the “Withdrawal Deadline”).
The Company intends to accept (i) any and all
2020 Notes validly tendered at or prior to the Early Tender Time,
subject to the terms of the Offer to Purchase, and (ii) Capped
Notes validly tendered at or prior to the Early Tender Time,
subject to the terms of the Offer to Purchase, including the
Maximum Amount, the Acceptance Priority Level and proration.
Payment in cash of an amount equal to the applicable Total
Consideration, plus the applicable Accrued Interest, for such
accepted Notes will be paid on the settlement date, which is
expected to be within three business days of the Early Tender Time
or as promptly as practicable thereafter (the settlement date of
such purchase being referred to as the “Early Settlement Date”),
subject to all conditions to the Offer having been either satisfied
or waived by the Company.
The Company intends to accept (i) any and all
2020 Notes validly tendered after the Early Tender Time, but prior
to the Expiration Time, subject to the terms of the Offer to
Purchase, and (ii) Capped Notes validly tendered after the Early
Tender Time, but prior to the Expiration Time, subject to the terms
of the Offer to Purchase, including the Maximum Amount, the
Acceptance Priority Level and proration. Payment in cash of an
amount equal to the applicable Tender Consideration, plus the
applicable Accrued Interest, for such accepted Notes will be paid
on the settlement date, which is expected to be within three
business days of the Expiration Time or as promptly as practicable
thereafter (the settlement date of such purchase being referred to
as the “Final Settlement Date”; the Final Settlement Date and the
Early Settlement Date each being referred to as a “Settlement
Date”), subject to all conditions to the Offer having been either
satisfied or waived by the Company. For the avoidance of doubt,
interest will cease to accrue on the applicable Settlement Date for
Notes accepted in the Offers.
Accordingly, if the aggregate principal amount
of Capped Notes validly tendered at or before the Early Tender Time
results in an Aggregate Purchase Price that equals or exceeds the
Maximum Amount, the Company will not accept for purchase any Capped
Notes tendered after the Early Tender Time unless the Maximum
Amount is increased, and any Capped Notes tendered on or prior to
the Early Tender Time and accepted for purchase will be accepted on
a prorated basis such that the Aggregate Purchase Price equals the
Maximum Amount (subject to rounding down to the nearest $1,000).
However, if the Offers with respect to the Capped Notes are not
fully subscribed as of the Early Tender Time such that the
Aggregate Purchase Price of Capped Notes validly tendered does not
equal at least the Maximum Amount as of the applicable Early Tender
Time, Capped Notes validly tendered at or before the applicable
Early Tender Time will be accepted for purchase in priority to
Capped Notes tendered after the applicable Early Tender Time, even
if such Capped Notes tendered after the applicable Early Tender
Time have a higher Acceptance Priority Level than Capped Notes
tendered prior to the applicable Early Tender Time.
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 the Company’s
sole discretion, and without amending, extending, terminating or
withdrawing any other Offer. No Offer is conditioned upon any
minimum principal amount of Notes of any series being tendered nor
the consummation of any other Offer. Additionally, notwithstanding
any other provision of the Offers, the Company’s obligation to
accept for purchase, and to pay for, any of the Notes validly
tendered pursuant to the Offers is subject to the satisfaction or
waiver of certain conditions as set forth in the Offer to Purchase,
and the Company expressly reserves its right, subject to applicable
law, to terminate any Offer at any time.
The Offers are being made pursuant to the terms
and conditions contained in the Offer to Purchase, copies of which
may be requested from the information agent for the tender offer,
D.F. King & Co., Inc., at (800) 967-5051 (Toll-Free) or (212)
269-5550, by email at transocean@dfking.com or via the following
web address: www.dfking.com/transocean. Credit Agricole Securities
(USA) Inc. is acting as the sole Dealer Manager (the “Dealer
Manager”) for the Offers. Questions regarding the tender offer may
be directed to the Dealer Manager at the telephone numbers shown
below:
Credit Agricole Securities (USA) Inc. Tel
(toll-free): (866) 807-6030 Tel (collect): (212) 261-7802
This press release does not constitute a notice
of redemption under the optional redemption provisions of the
indenture governing the Notes, nor does it constitute an offer to
sell, or a solicitation of an offer to buy, any security, nor does
it constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
About Transocean
Transocean is a leading international provider
of offshore contract drilling services for oil and gas wells.
Transocean 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 the highest specification floating offshore
drilling fleet in the world.
Transocean owns or has partial ownership
interests in and operates a fleet of 38 mobile offshore drilling
units, including 27 ultra-deepwater floaters and 11 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
tender offer, including the acceptance for purchase of any Notes
validly tendered and the expected expiration time 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 the 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:Lexington
May+1 832-587-6515
Media Contact:Pam Easton+1
713-232-7647
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