Transocean Ltd. (NYSE: RIG) announced today on behalf of
Transocean Inc., its wholly-owned subsidiary (the “Company”
and, together with Transocean Ltd., “Transocean”), the results to
date of the Company’s previously announced 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 the Maximum Amount (as
defined below) 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”), in each
case, from holders thereof (collectively, the “Holders” and each, a
“Holder”). The Aggregate Purchase Price (as defined below) for
Capped Notes validly tendered (and not validly withdrawn) and
accepted for purchase pursuant to the Offers will not exceed $200.0
million (subject to increase or decrease by the Company in its sole
discretion, subject to applicable law, the “Maximum Amount”). The
Offers are being made pursuant to an Offer to Purchase, dated
October 13, 2020 (the “Offer to Purchase”).
According to information received from D.F. King
& Co., Inc., the tender agent and information agent for the
Offers, as of 5:00 p.m., New York City time, on October 26, 2020
(the “Early Tender Time”), $347,638,000 aggregate principal amount
of Notes had been validly tendered, consisting of the following
Notes:
Title of Notes |
|
CUSIP Number(2) |
|
Principal Amount Outstanding Prior to
Tender Offers |
|
Aggregate Principal Amount of Notes Tendered |
|
Acceptance Priority
Level(3) |
|
Total Consideration(4) |
6.500% Senior Notes due
2020 |
|
893830 AY5 |
|
$190,885,000 |
|
$36,299,000 |
|
Any and All |
|
$970.0 |
6.375% Senior Notes due
2021(1) |
|
893830 BB4 |
|
$115,973,000 |
|
$75,757,000 |
|
1 |
|
$700.0 |
3.800% Senior Notes due
2022(1) |
|
893830 BC2 |
|
$37,739,000 |
|
$9,168,000 |
|
2 |
|
$550.0 |
5.375% Senior Secured Notes
due 2023 |
|
89385AAA3 / G9007CAA8 |
|
$503,509,000 |
|
$102,897,000 |
|
3 |
|
$650.0 |
7.250% Senior Notes due
2025 |
|
893830 BK4 / G90073AD2 |
|
$542,901,000 |
|
$123,517,000 |
|
4 |
|
$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 indentures governing such notes. |
(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. The “Aggregate Purchase Price”
refers to the aggregate amount of Total Consideration that Holders
of Capped Notes are entitled to receive, excluding accrued
interest, for Capped Notes that are validly tendered and accepted
for purchase by the Company. 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, which will be paid in
cash in addition to the applicable Total Consideration. |
The Company intends to accept all of the Notes
validly tendered at or prior to the Early Tender Time, and will pay
the applicable Total Consideration for each series of such accepted
Notes, together with accrued and unpaid interest on such Notes from
the last interest payment date with respect to the Notes to, but
not including, the initial settlement date, which is expected to be
on October 27, 2020 (the “Early Settlement Date”), subject to all
conditions to the Offer having been either satisfied or waived by
the Company. The deadline for holders to validly withdraw tenders
of Notes has passed. Accordingly, Notes that were already tendered
at or before the Early Tender Time may not be withdrawn, unless the
Company is required to provide withdrawal rights under applicable
law. As of the Early Tender Time, the Aggregate Purchase Price of
Capped Notes validly tendered was approximately $178 million.
Transocean has also elected to offer the Total
Consideration for Notes validly tendered after the Early Tender
Time and at or prior to 11:59 p.m., New York City time, on November
9, 2020 (such time and date, as it may be extended, in its sole
discretion, the “Expiration Time”). Accordingly, subject to the
terms and conditions of each Offer, the consideration for each
$1,000 principal amount of Notes validly tendered after the Early
Tender Time, but at or prior to the Expiration Time, and
accepted for purchase pursuant to such Offer, will be the “Total
Consideration” for such series set forth in the table above (with
respect to each series of Notes, the “Total Consideration”), which
is the same “Total Consideration” for each series of Notes that is
payable to Holders that validly tendered at or prior to the Early
Tender Time. All other terms of the Offers remain the same.
Each Offer will expire at the Expiration Time,
unless earlier terminated and no tenders of Notes after the
Expiration Date will be valid. 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 Total Consideration, plus the
applicable accrued and unpaid interest, for such accepted Notes
will be paid on the final 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”), subject to all
conditions to the Offer having been either satisfied or waived by
the Company. All Capped Notes validly tendered at or before the
Early Tender Time are being accepted for purchase, and all Capped
Notes validly tendered after the Early Tender Time and at or prior
to the Expiration Time will be accepted for purchase according to
the Acceptance Priority Level, subject to the Maximum Amount (after
giving effect to the Total Consideration paid for the Capped Notes
on the Early Settlement Date).
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
Contact:Lexington May+1 832-587-6515
Media Contact:Pam Easton+1
713-232-7647
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