Transocean Ltd. (NYSE: RIG) announced today that Transocean Inc.,
its wholly-owned subsidiary (collectively with Transocean Ltd.,
“Transocean”), has commenced cash tender offers (the “Tender
Offers”) to purchase up to an aggregate principal amount that will
not result in an Aggregate Purchase Price (as defined below) that
exceeds $700,000,000 (subject to increase or decrease by Transocean
Inc., the “Aggregate Maximum Tender Amount”) of the following
series of notes issued by Transocean Inc. (the “Notes”). The terms
and conditions of the Tender Offers are described in an Offer to
Purchase and Consent Solicitation Statement, dated January 3, 2019
(the “Offer to Purchase and Consent Solicitation”), and the
accompanying Letter of Transmittal and Consent.
Title of Notes |
CUSIP Number(3) |
Aggregate Principal Amount
Outstanding |
Tender Cap |
Acceptance Priority Level |
Tender Offer Consideration(4) |
Early Tender Premium(4) |
Total Consideration(4)(5) |
6.500% Senior Notes due 2020 |
893830AY5 |
$285,729,000 |
N/A |
1 |
$987.50 |
$30.00 |
$1,017.50 |
6.375% Senior Notes due 2021 (the “2021 Notes”)(1) |
893830BB4 |
$328,352,000 |
N/A |
2 |
$1,005.00 |
$30.00 |
$1,035.00 |
3.800% Senior Notes due 2022 (the “2022 Notes”)(1) |
893830BC2 |
$410,746,000 |
N/A |
3 |
$900.00 |
$30.00 |
$930.00 |
9.000% Senior Notes due 2023 (the “2023 Notes”)(2) |
144A: 893830BE8Reg S: G90073AA8 |
$1,250,000,000 |
$200,000,000 |
4 |
$995.00 |
$30.00 |
$1,025.00 |
(1) The interest rate for the 2021 Notes has been increased to
8.375% and the interest rate for the 2022 Notes has been increased
to 5.800% pursuant to the terms of the Indenture (as defined
below).(2) The 2023 Notes do not have a related Consent
Solicitation (as defined below).(3) No representation is made as to
the correctness or accuracy of the CUSIP numbers listed in the
Offer to Purchase and Consent Solicitation or the accompanying
Letter of Transmittal and Consent or printed on the Notes. They are
provided solely for the convenience of holders of the Notes.(4) Per
$1,000 principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase by Transocean Inc. Excludes
Accrued Interest (as defined below) which will be paid on Notes
accepted for purchase as described herein.(5) Includes the Early
Tender Premium (as defined below) for Notes validly tendered prior
to the Early Tender Date (as defined below) (and not validly
withdrawn) and accepted for purchase by Transocean Inc.
Transocean Inc. is offering to purchase up to an
aggregate principal amount of Notes that will not result in the
aggregate amount that all holders of Notes are entitled to receive
in the Tender Offers, excluding Accrued Interest, for Notes that
are validly tendered and accepted for purchase by Transocean Inc.
(the “Aggregate Purchase Price”) exceeding the Aggregate Maximum
Tender Amount. In addition, the aggregate principal amount of the
2023 Notes that may be purchased pursuant to the Tender Offers will
not exceed $200,000,000, subject to increase or decrease by
Transocean Inc. (the “2023 Tender Cap”).
The Tender Offers and the Consent Solicitations
will expire at midnight, New York City time, at the end of the day
on January 31, 2019, unless extended by Transocean Inc. (such date
and time, as it may be extended, the “Expiration Date”). No tenders
of Notes or deliveries of related Consents (as defined below)
submitted after the Expiration Date will be valid. Subject to the
terms and conditions of the Tender Offers and the Consent
Solicitations, the consideration for each $1,000 principal amount
of Notes validly tendered (and not validly withdrawn) and accepted
for purchase by Transocean Inc. pursuant to the Tender Offers will
be the tender offer consideration for such series of Notes set
forth in the table above (with respect to each series of Notes, the
“Tender Offer Consideration”). Holders of Notes that are validly
tendered (with Consents that have been validly delivered, if
applicable) and not validly withdrawn (or Consents revoked) at or
prior to 5:00 p.m., New York City time, on January 16, 2019 (such
date and time, as it may be extended, the “Early Tender Date”) and
accepted for purchase by Transocean Inc. pursuant to the Tender
Offers will receive the applicable Tender Offer Consideration for
such series, plus the applicable early tender premium for such
series of Notes set forth in the table above (with respect to each
series of Notes, the “Early Tender Premium” and, together with the
applicable Tender Offer Consideration, the “Total Consideration”),
subject to the terms and conditions of the Tender Offers and the
Consent Solicitations. Holders of Notes validly tendering their
Notes (and validly delivering their Consents, if applicable) after
the Early Tender Date will not be eligible to receive the Early
Tender Premium.
In conjunction with certain of the Tender
Offers, Transocean Inc. has also commenced solicitations (each a
“Consent Solicitation” and, collectively, the “Consent
Solicitations”) of consents (each a “Consent” and, collectively,
the “Consents”) from holders of Notes due in 2020, 2021 and 2022 to
amend certain provisions (the “Proposed Amendments”) of the
indenture, dated as of December 11, 2007 (as supplemented, the
“Indenture”), between Transocean Inc. and Wells Fargo Bank,
National Association, as trustee. The Proposed Amendments would
amend the Indenture with respect to the applicable series of Notes
to, among other things, eliminate substantially all of the
restrictive covenants, certain events of default and certain other
provisions, in each case applicable to such series of Notes.
Holders of Notes subject to the Consent
Solicitations may not tender such Notes without delivering their
Consents pursuant to the related Consent Solicitation and may not
deliver Consents without tendering their Notes pursuant to the
related Tender Offer.
All Notes validly tendered and accepted for
purchase by Transocean Inc. pursuant to the Tender Offers will
receive the applicable consideration set forth in the table above,
plus accrued and unpaid interest on such Notes from the last
interest payment date with respect to those Notes to, but not
including, the applicable Settlement Date (as defined below)
(“Accrued Interest”).
Tendered Notes may be validly withdrawn from the
Tender Offers, and delivered Consents may be revoked, at or prior
to 5:00 p.m., New York time, on January 16, 2019, unless extended
by Transocean Inc. (such date and time, as it may be extended, the
“Withdrawal Deadline”). Holders who validly tender their Notes (and
validly deliver any related Consents) after the Withdrawal
Deadline, but prior to the Expiration Date, may not validly
withdraw their tendered Notes (or validly revoke their Consents)
except for certain limited circumstances where additional
withdrawal rights are required by law.
Transocean Inc. reserves the right, but is under
no obligation, to increase or decrease the Aggregate Maximum Tender
Amount or the 2023 Tender Cap at any time, in each case without
extending the Early Tender Date or the Withdrawal Deadline for any
Tender Offer or otherwise reinstating withdrawal or revocation
rights of holders, subject to applicable law, which could result in
Transocean Inc. purchasing a greater or lesser amount of Notes in
the Tender Offers. If Transocean Inc. changes the Aggregate Maximum
Tender Amount or the 2023 Tender Cap, it does not expect to extend
the Withdrawal Deadline, subject to applicable law.
Transocean Inc. reserves the right, but is under
no obligation, at any point following the Early Tender Date and
before the Expiration Date, subject to the satisfaction or waiver
of the conditions to the Tender Offers and the Consent
Solicitations, to accept for purchase any Notes validly tendered
(with Consents that have been validly delivered, if applicable) and
not validly withdrawn (or Consents revoked) at or prior to the
Early Tender Date (the settlement date of such purchase being the
“Early Settlement Date”), subject to the Aggregate Maximum Tender
Amount, the 2023 Tender Cap, the Acceptance Priority Levels and
proration. The Early Settlement Date will be determined at
Transocean Inc.’s option and is currently expected to occur on
January 18, 2019, the second business day after the Early Tender
Date, subject to all conditions to the Tender Offers and the
Consent Solicitations having been either satisfied or waived by
Transocean Inc. On such Early Settlement Date, Transocean Inc. will
accept Notes validly tendered (with Consents that have been validly
delivered, if applicable) and not validly withdrawn (or Consents
revoked) at or prior to the Early Tender Date, subject to the
Aggregate Maximum Tender Amount, the 2023 Tender Cap, the
Acceptance Priority Levels and proration. Transocean Inc. will
purchase any remaining Notes that have been validly tendered (with
Consents that have been validly delivered, if applicable) and not
validly withdrawn (or Consents revoked) at or prior to the
Expiration Date and that Transocean Inc. chooses to accept for
purchase, subject to all conditions to the Tender Offers and the
Consent Solicitations having been either satisfied or waived by
Transocean Inc., promptly following the Expiration Date (the
settlement date of such purchase being the “Final Settlement Date”;
the Final Settlement Date and the Early Settlement Date each being
a “Settlement Date”), subject to the Aggregate Maximum Tender
Amount, the 2023 Tender Cap, the Acceptance Priority Levels and
proration. The Final Settlement Date is expected to occur on
February 4, 2019, the second business day following the Expiration
Date.
Subject to the Aggregate Maximum Tender Amount,
the 2023 Tender Cap and proration, the Notes accepted on any
Settlement Date will be accepted in accordance with their
Acceptance Priority Levels set forth in the table above, with 1
being the highest Acceptance Priority Level and 4 being the lowest
Acceptance Priority Level. All Notes tendered at or before the
Early Tender Date will be accepted for purchase in priority to
Notes tendered after the Early Tender Date, even if such Notes
tendered after the Early Tender Date have a higher Acceptance
Priority Level than Notes tendered prior to the Early Tender
Date.
Acceptance for tenders of any Notes may be
subject to proration if the aggregate principal amount for any
series of Notes validly tendered and not validly withdrawn would
result in an Aggregate Purchase Price that exceeds the Aggregate
Maximum Tender Amount. Acceptance for tenders of 2023 Notes may be
subject to proration if the aggregate principal amount of 2023
Notes validly tendered and not validly withdrawn would exceed the
2023 Tender Cap. In the event of any proration of a series of
Notes, if there is a Consent Solicitation with respect to such
series of Notes, the Consents delivered with respect to such series
of Notes shall be null and void and the Requisite Consent (as
defined below) will be deemed not to have been obtained with
respect to such series of Notes. If the aggregate principal amount
of Notes validly tendered at or before the Early Tender Date
results in an Aggregate Purchase Price that equals or exceeds the
Aggregate Maximum Tender Amount, Transocean Inc. will not accept
for purchase any Notes tendered after the Early Tender Date, and if
the aggregate principal amount of 2023 Notes validly tendered at or
before the Early Tender Date equals or exceeds the 2023 Tender Cap,
Transocean Inc. will not accept for purchase any 2023 Notes
tendered after the Early Tender Date, unless the Aggregate Maximum
Tender Amount or the 2023 Tender Cap is increased, as
applicable.
None of the Tender Offers is conditioned upon
the tender of a minimum amount of Notes of any series being
tendered, the consummation of any other Tender Offer in respect of
any other series of Notes or obtaining any Requisite Consent. The
adoption of the Proposed Amendments with respect to the applicable
series of Notes is not conditioned upon the consummation of any
other Consent Solicitation or adoption of the Proposed Amendments
in respect of any other series of Notes or obtaining any Requisite
Consent with respect to any other series of Notes. However, the
Tender Offers are subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer
to Purchase and Consent Solicitation and the accompanying Letter of
Transmittal and Consent.
Transocean Inc. intends to execute a supplement
to the Indenture (the “Supplemental Indenture”) with Wells Fargo
Bank, National Association with respect to the Proposed Amendments
applicable to a series of Notes if the requisite consents to effect
such Proposed Amendments (the “Requisite Consents”) are received
and not revoked or nullified with respect to such series of Notes,
as described in the Offer to Purchase and Consent Solicitation and
the accompanying Letter of Transmittal and Consent. Assuming that
the Requisite Consents applicable to a series of Notes are received
and not revoked or nullified, it is expected that the Supplemental
Indenture will be entered into promptly following the later of the
receipt of such Requisite Consents and the Withdrawal Deadline with
respect to such series of Notes. The Supplemental Indenture will
effect the Proposed Amendments only with respect to such series of
Notes for which the applicable Requisite Consents were received and
not revoked or nullified.
The Supplemental Indenture will become effective
upon execution but will provide that the Proposed Amendments
applicable to a series of Notes will not become operative unless
Transocean Inc. accepts the applicable Notes satisfying the
Requisite Consent with respect to such series of Notes required for
purchase in the applicable Tender Offer. The Proposed Amendments
constitute a single proposal with respect to each applicable series
of Notes, and a consenting holder of Notes must deliver a Consent
to the Proposed Amendments with respect to such series of Notes as
an entirety and may not consent selectively with respect to certain
of the Proposed Amendments applicable to a series of Notes.
Transocean Inc. may amend, extend or, subject to
certain conditions and applicable law, terminate each Tender Offer
or Consent Solicitation at any time in its sole discretion.
Full details of the terms and conditions of the
Tender Offers and the Consent Solicitations are described in the
Offer to Purchase and Consent Solicitation and the accompanying
Letter of Transmittal and Consent, which are being sent by
Transocean Inc. to holders of the Notes. Holders of the Notes are
encouraged to read these documents, as they contain important
information regarding the Tender Offers and the Consent
Solicitations.
Transocean Inc. has retained Wells Fargo
Securities, LLC and Credit Agricole Securities (USA) Inc. to act as
the dealer managers for the Tender Offers and the solicitation
agents for the Consent Solicitations. Questions or requests for
assistance regarding the terms of the Tender Offers and the Consent
Solicitations should be directed to Wells Fargo Securities, LLC at
(866) 309-6316 (toll-free) or (704) 410-4756 (collect), or Credit
Agricole Securities (USA) Inc. at (866) 807-6030 (toll-free) or
(212) 261-7802 (collect). Requests for the Offer to Purchase and
Consent Solicitation and other documents relating to the Tender
Offers and the Consent Solicitations may be directed to D.F. King
& Co., Inc., the tender agent and information agent for the
Tender Offers, at (212) 269-5550 (for banks and brokers only) or
(800) 967-5074 (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 managers, the solicitation agents, the
tender agent and information agent or the trustee with respect to
the Notes 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 holders
should tender any Notes in response to the Tender Offers or deliver
any Consents pursuant to the Consent Solicitations and no one has
been authorized by any of them to make such a recommendation.
The Tender Offers and the Consent Solicitations
are only being made pursuant to, and the information in this press
release is qualified by reference to, the Offer to Purchase and
Consent Solicitation and the accompanying Letter of Transmittal and
Consent. This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes in the Tender Offers.
The Tender Offers and the Consent Solicitations 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 and the Consent Solicitations are required
to be made by a licensed broker or dealer, the Tender Offers and
the Consent Solicitations will be deemed to be made on behalf of
Transocean Inc. by the dealer managers and solicitation agents, or
one or more registered brokers or dealers that 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
the highest specification floating offshore drilling fleet in the
world.
Transocean owns or has partial ownership
interests in, and operates a fleet of 50 mobile offshore drilling
units consisting of 32 ultra-deepwater floaters, 14 harsh
environment floaters, and four midwater floaters. In addition,
Transocean is constructing four ultra-deepwater drillships; and one
harsh environment semisubmersible in which the company has a 33.0%
interest.
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 and the Consent Solicitations, including the
acceptance for purchase of any Notes validly tendered and the
expected Early Tender Date, Expiration Date and Settlement Dates
thereof; the potential increase to the Aggregate Maximum Tender
Amount; the potential increase to the Tender Cap; and the
satisfaction or waiver of certain conditions of the Tender Offers
or the Consent Solicitations.
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 Tender Offers and Consent
Solicitations, 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
Lexington May+1 832-587-6515
Media Contact:Pam Easton+1
713-232-7647
Transocean (NYSE:RIG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Transocean (NYSE:RIG)
Historical Stock Chart
From Apr 2023 to Apr 2024