Transocean Ltd. Announces Pricing of U.S. $750 Million of Senior Unsecured Notes Due 2025
October 22 2018 - 5:18PM
Transocean Ltd. (NYSE: RIG) announced today that Transocean Inc.,
its wholly-owned subsidiary (collectively with Transocean Ltd.,
“Transocean”), has priced its previously-announced offering of
U.S.$750 million aggregate principal amount of senior unsecured
notes due 2025 (the “Notes”) to eligible purchasers pursuant to
Rule 144A/Regulation S. The Notes will be fully and unconditionally
guaranteed by Transocean Ltd. and certain of Transocean Inc.’s
subsidiaries.
The Notes will bear interest at the rate of 7.25% per annum. The
offering is expected to close on or about October 25, 2018, subject
to customary closing conditions. Transocean intends to use the net
proceeds from this offering to pay a portion of the cash
consideration for the merger (the “Ocean Rig Merger”) with Ocean
Rig UDW Inc. (“Ocean Rig”) and for related fees and expenses, or
for general corporate purposes.
The Notes and the guarantees (together, the “securities”) 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 to be 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. 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.
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 41 mobile offshore drilling units consisting of
23 ultra-deepwater floaters, 12 harsh environment floaters, two
deepwater floaters and four midwater floaters. In addition,
Transocean is constructing two ultra-deepwater drillships, as well
as one harsh environment semisubmersible, in which Transocean holds
a 33 percent 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
Transocean’s plans to issue the Notes and use the proceeds
therefrom.
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, risks relating to the closing of Transocean’s offering of the
Notes, conditions in financial markets, investor response to
Transocean’s offering of the Notes and the guarantees of the Notes,
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.
Additional Information and Where to Find It
This communication relates to the proposed Ocean Rig Merger
pursuant to the terms of the Agreement and Plan of Merger, dated as
of September 3, 2018, by and among Ocean Rig, Transocean Ltd.,
Transocean Oceanus Holdings Limited and Transocean Oceanus Limited.
In connection with the proposed Ocean Rig Merger, Transocean Ltd.
has filed a Registration Statement on Form S‑4 with the SEC that
includes a joint proxy statement of Transocean Ltd. and Ocean Rig
that also constitutes a prospectus of Transocean Ltd., which joint
proxy statement/prospectus has been mailed or otherwise
disseminated to Transocean Ltd. and Ocean Rig shareholders.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE OCEAN RIG MERGER. You may obtain a free copy of the joint
proxy statement/prospectus and other relevant documents filed by
Transocean Ltd. and Ocean Rig with the SEC at the SEC’s website at:
www.sec.gov. Copies of the documents filed by Transocean Ltd. with
the SEC will be available free of charge on Transocean Ltd.’s
website at: www.deepwater.com or by emailing Transocean Ltd.’s
Investor Relations at: info@deepwater.com. Copies of the documents
filed by Ocean Rig with the SEC will be available free of charge on
Ocean Rig’s website at: www.ocean-rig.com or by emailing Ocean
Rig’s Investor Relations at: oceanrig@capitallink.com.
Analyst Contact:Bradley Alexander+1
713-232-7515
Media Contact:Pam Easton+1 713-232-7647
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