Transocean Ltd. (NYSE: RIG) announced today on behalf of Transocean
Inc., its wholly-owned subsidiary (collectively with Transocean
Ltd., “Transocean”), the results to date of Transocean Inc.’s
previously announced cash tender offers (the “Tender Offers”) for
the following series of notes issued by Transocean Inc. (the
“Notes”). In conjunction with certain of the Tender Offers,
Transocean Ltd. also announced the results to date of Transocean
Inc.’s previously announced 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 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 following table sets forth the approximate aggregate
principal amounts of each series of Notes that were tendered (with
Consents that were delivered, if applicable) and not withdrawn (or
Consents revoked) on or prior to 5:00 p.m., New York
City time, on January 22, 2019 (the “Early Tender
Date”):
|
|
|
|
|
|
Title of Notes |
CUSIP Number(3) |
Aggregate Principal Amount Outstanding Prior to
Tender Offers |
Aggregate Principal Amount of Notes
Tendered |
Tender Cap |
Acceptance Priority Level |
6.500% Senior Notes due 2020 |
893830AY5 |
$285,729,000 |
$56,059,000 |
N/A |
1 |
6.375% Senior Notes due 2021 (the “2021 Notes”)(1) |
893830BB4 |
$328,352,000 |
$63,103,000 |
N/A |
2 |
3.800% Senior Notes due 2022 (the “2022 Notes”)(1) |
893830BC2 |
$410,746,000 |
$188,445,000 |
N/A |
3 |
9.000% Senior Notes due 2023 (the “2023 Notes”)(2) |
144A: 893830BE8Reg S: G90073AA8 |
$1,250,000,000 |
$234,405,000 |
$200,000,000 |
4 |
(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 Statement, dated January 3, 2019 (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. |
The Tender Offers and the Consent Solicitations will expire at
midnight, New York City time, at the end of the day on February 5,
2019, unless extended or earlier terminated by Transocean Inc.
(such date and time, as it may be extended, the “Expiration Date”).
No tenders of Notes or deliveries of related Consents submitted
after the Expiration Date will be valid. The deadline for holders
to validly withdraw tenders of Notes (or revoke Consents) has
passed. Accordingly, Notes that were already tendered (with
Consents that were delivered, if applicable) at or before the Early
Tender Date may not be withdrawn or revoked, except in certain
limited circumstances where additional withdrawal or revocation
rights are required by law.
As previously announced, the aggregate principal amount of the
2023 Notes that may be purchased pursuant to the Tender Offers may
not exceed $200,000,000 (the “2023 Tender Cap”). As of the Early
Tender Date, the 2023 Tender Cap has been exceeded and, as a
result, Transocean Inc. will not accept for purchase any additional
2023 Notes tendered in the Tender Offers after the Early Tender
Date. The proration factor for the 2023 Notes is approximately
85.38%.
Subject to the satisfaction or waiver of the conditions to the
Tender Offers and Consent Solicitations described in the Offer to
Purchase and Consent Solicitation, Transocean Inc. expects to
accept tenders of (i) all 2020 Notes, (ii) all 2021 Notes and (iii)
all 2022 Notes, and (iv) 2023 Notes based on a proration factor of
approximately 85.38%, in each case that were validly tendered (or
Consents validly delivered, if applicable) and not validly
withdrawn (or Consents validly revoked, if applicable) prior to the
Early Tender Date. Notes tendered on or prior to the Early Tender
Date will be purchased on the “Early Settlement Date,” which is
currently expected to occur on or about January 24, 2019.
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) 735-3591
(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.
Holders must make their own decision as to whether to tender their
Notes and, if applicable, to deliver their Consents, and, if so,
the principal amount of Notes as to which action is to be
taken.
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, each as amended by the press release of Transocean Ltd.
dated January 17, 2019. 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 Expiration Date and Early
Settlement Date thereof; 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
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