Transocean Ltd. Announces Closing of U.S. $750 Million Offering of Senior Unsecured Notes Due 2026
October 17 2017 - 4:47PM
Transocean Ltd. (NYSE:RIG) announced today that Transocean Inc.,
its wholly-owned subsidiary (collectively with Transocean Ltd.,
“Transocean”), has closed its previously announced offering of
U.S. $750 million in aggregate principal amount of senior unsecured
notes due January 2026 pursuant to Rule 144A/Regulation S
to eligible purchasers. The notes are guaranteed by Transocean Ltd.
and certain of Transocean Inc.’s subsidiaries.
Transocean intends to use the net proceeds from the offering as
follows:
- to repay in full and retire its 2.5% Senior Notes due October
15, 2017;
- to redeem all of its outstanding 6.00% Senior Notes due March
2018 and its 7.375% Senior Notes due April 2018 (together, the
“2018 Notes”);
- to repay in full the amounts outstanding on its Eksportfinans
Loans due January 2018; and
- for general corporate purposes.
On October 17, 2017, Transocean issued notices of redemption
with respect to each series of 2018 Notes, which redemptions will
be consummated on November 16, 2017.
The securities offered have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws and may not be offered or sold
in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The securities
offered may not be publicly offered, sold or advertised, directly
or indirectly, in Switzerland. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
any of these securities in the United States, shall not constitute
an offer, solicitation or sale of any securities in any
jurisdiction where such offering or sale would be unlawful and does
not constitute an offering prospectus within the meaning of article
652a or article 1156 of the Swiss Code of Obligations. This press
release contains information about pending transactions, and there
can be no assurance that these transactions will be completed. Any
public offering of Transocean’s securities in the United States
will be made only by means of a prospectus that will contain
detailed information about Transocean and its management, as well
as financial statements. There shall not be any sale of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction.
This press release does not constitute a notice of redemption
under the indentures governing the 2018 Notes nor an offer to
tender for, or purchase any 2018 Notes or any other security.
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 one of
the most versatile offshore drilling fleets in the world.
Transocean owns or has partial ownership interests in, and
operates a fleet of 38 mobile offshore drilling units consisting of
25 ultra-deepwater floaters, seven harsh environment floaters, two
deepwater floaters and four midwater floaters. In addition,
Transocean has four ultra-deepwater drillships under construction
or under contract to be constructed. The company also
operates two high-specification jackups that were under drilling
contracts when the rigs were sold, and the company continues to
operate these jackups until completion or novation of the drilling
contracts.
Forward-Looking Statements
This news release may contain certain forward-looking
information, as well as other statements that are not historical
facts which may be forward-looking statements that involve certain
risks, uncertainties and assumptions. These forward-looking
statements include, but are not limited to, estimated duration of
customer contracts; contract dayrate amounts; future contract
commencement dates and locations; planned shipyard projects; timing
of Transocean’s newbuild deliveries; operating hazards and delays;
risks associated with international operations; actions by
customers and other third parties; the future prices of oil and
gas; the intention to scrap certain drilling rigs; the redemption
of the 2018 Notes; the expected timing and likelihood of the
completion of the proposed acquisition of Songa Offshore SE (the
“Transaction”), including the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of
the Transaction that could reduce anticipated benefits or cause the
parties to abandon the Transaction; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the transaction agreement for the Transaction; the
ability to successfully complete the Transaction, including the
related exchange offers; regulatory or other limitations imposed as
a result of the Transaction; the success of the business following
completion of the Transaction; the ability to successfully
integrate the Transocean and Songa businesses; the possibility that
Transocean’s shareholders may not approve certain matters that are
conditions to the Transaction or that the requisite number of Songa
shares may not be exchanged in the public offer; the risk that the
parties may not be able to satisfy the conditions to closing of the
Transaction in a timely manner or at all; risks related to
disruption of management time from ongoing business operations due
to the Transaction; the risk that the announcement or completion of
the Transaction could have adverse effects on the market price of
Transocean’s or Songa’s shares or the ability of Transocean or
Songa to retain customers, retain or hire key personnel, maintain
relationships with their respective suppliers and customers, and on
their operating results and businesses generally; the risk that
Transocean may be unable to achieve expected synergies from the
Transaction or that it may take longer or be more costly than
expected to achieve those synergies; and other factors including
those and other risks discussed in Transocean’s most recent Annual
Report on Form 10-K for the year ended December 31, 2016, and in
Transocean’s other filings with the SEC, which are available free
of charge on the SEC’s website at: www.sec.gov, and in Songa’s
annual and quarterly financial reports made publicly available. All
forward-looking statements included in this press release are based
on information available to Transocean as of the date of this press
release and current expectations, forecasts and assumptions.
Forward-looking statements involve risks and uncertainties which
could cause actual results to differ materially from those
anticipated. These risks and uncertainties include the risk that
the Transaction may not close for any reason, including the risk
that the requisite number of Songa Offshore shares may not be
tendered; difficulties that may be encountered in integrating the
combined businesses and realizing the potential synergies of the
proposed combination; and the other risks and uncertainties faced
by each company, in the case of Transocean, as reported in its most
recent Form 10-K, Forms 10-Q and other filings with the U.S.
Securities and Exchange Commission. No forward-looking statements
in this press release should be relied upon as representing
Transocean’s views or expectations as of any subsequent date and
Transocean does not undertake any obligation to revise or update
any such forward-looking statement to reflect events or
circumstances that may arise after the statement was made.
Additional Information
This communication does not constitute an offer to buy or
exchange, or the solicitation of an offer to sell or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of the U.S. Securities Act of 1933, as amended, and
any applicable European and Norwegian regulations. The transaction
and distribution of this document may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein should inform
themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. No offering of securities
will be made directly or indirectly, in or into any jurisdiction
where to do so would be inconsistent with the laws of such
jurisdiction. Analyst Contacts: Bradley Alexander
+1 713-232-7515 Diane Vento +1 713-232-8015 Media
Contact: Pam Easton +1 713-232-7647
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