Transocean Ltd. (NYSE: RIG) announced today on behalf of Transocean
Inc., its wholly-owned subsidiary (collectively with Transocean
Ltd., “Transocean”), amendments with respect to Transocean Inc.’s
previously announced cash tender offers (as amended, the “Amended
Tender Offers”) for the series of notes issued by Transocean Inc.
listed in the table below (the “Notes”). In conjunction with
certain of the previously announced cash tender offers, Transocean
Ltd. also previously announced solicitations (each, as amended in
conjunction with the Amended Tender Offers, 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 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 amendments provide for:
- an increase in the consideration offered per $1,000 principal
amount of the Notes as shown in the table below (as increased, with
respect to each series of Notes, the “Amended Total
Consideration”);
- an extension of the period during which Notes that are validly
tendered (and Consents validly delivered, if applicable) and not
validly withdrawn (or Consents validly revoked, if applicable) are
eligible to receive the early tender premium of $30.00 (the “Early
Tender Premium”) from 5:00 p.m., New York City time, on January 16,
2019 to 5:00 p.m., New York City time, on January 22, 2019 (such
date and time, as it may be further extended, the “Early Tender
Date”);
- an extension of the period during which tendered Notes (and
delivered Consents, if applicable) may be withdrawn (and Consents
validly revoked, if applicable) from the Amended Tender Offers from
5:00 p.m., New York City time, on January 16, 2019 to 5:00 p.m.,
New York City time, on January 22, 2019 (which date and time may be
extended as described in the Offer to Purchase and Consent
Solicitation and the accompanying Letter of Transmittal and Consent
(each as defined herein)); and
- an extension of the expiration date of the Amended Tender
Offers from 12:00 midnight, New York City time, at the end of the
day on January 31, 2019 to 12:00 midnight, New York City time, at
the end of the day on February 5, 2019 (such date and time, as it
may be further extended, the “Expiration Date”).
This announcement amends the 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 (the “Letter of Transmittal and Consent”).
Other than the amendments described in this press release, all
terms and conditions in the Offer to Purchase and Consent
Solicitation and the accompanying Letter of Transmittal and Consent
remain unchanged.
Title of Notes |
CUSIP
Number(3) |
Aggregate PrincipalAmount Outstanding |
Tender Cap |
AcceptancePriorityLevel |
Initial TotalConsideration(4)(5) |
Amended TotalConsideration(4)(5) |
6.500% Senior Notes due 2020 |
893830AY5 |
$285,729,000 |
N/A |
1 |
$1,017.50 |
$1,037.50 |
6.375% Senior Notes due 2021 (the “2021 Notes”)(1) |
893830BB4 |
$328,352,000 |
N/A |
2 |
$1,035.00 |
$1,052.50 |
3.800% Senior Notes due 2022 (the “2022 Notes”)(1) |
893830BC2 |
$410,746,000 |
N/A |
3 |
$930.00 |
$977.50 |
9.000% Senior Notes due 2023 (the “2023 Notes”)(2) |
144A: 893830BE8Reg S: G90073AA8 |
$1,250,000,000 |
$200,000,000 |
4 |
$1,025.00 |
$1,050.00 |
(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. |
(2) The 2023
Notes do not have a related Consent Solicitation. |
(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 which will be paid on Notes accepted for purchase
as described in the Offer to Purchase and Consent Solicitation and
the accompanying Letter of Transmittal and Consent. |
(4) Per
$1,000 principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase by Transocean Inc. Excludes
accrued interest which will be paid on Notes accepted for purchase
as described in the Offer to Purchase and Consent Solicitation and
the accompanying Letter of Transmittal and Consent. |
(5) Includes
the Early Tender Premium for Notes validly tendered prior to the
Early Tender Date (and not validly withdrawn) and accepted for
purchase by Transocean Inc. Holders of Notes tendered after the
Early Tender Date will receive the Amended Total Consideration less
the Early Tender Premium. |
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 Amended 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 (each
as defined in the Offer to Purchase and Consent Solicitation) and
proration. The Early Settlement Date will be determined at
Transocean Inc.’s option and is currently expected to occur on
January 24, 2019, the second business day after the Early Tender
Date, subject to all conditions to the Amended 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 Amended 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 7, 2019, the second business day following the Expiration
Date.
Full details of the terms and conditions of the Amended 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 were previously 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 Amended 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 Amended Tender Offers and the solicitation agents for the
Consent Solicitations. Questions or requests for assistance
regarding the terms of the Amended 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 Amended
Tender Offers and the Consent Solicitations may be directed to D.F.
King & Co., Inc., the tender agent and information agent for
the Amended 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 Amended 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 Amended 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 Amended Tender
Offers. The Amended 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 Amended Tender Offers and the Consent
Solicitations are required to be made by a licensed broker or
dealer, the Amended 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 Amended 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; and the satisfaction
or waiver of certain conditions of the Amended 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 Amended 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