Transocean Ltd. Announces Final Results of Exchange Offers
September 09 2020 - 9:37PM
Transocean Ltd. (NYSE: RIG) announced today the final results of
the previously announced offers (the “Exchange Offers”) by
Transocean Inc., its wholly-owned subsidiary (together with
Transocean Ltd., “Transocean”), to exchange the existing notes set
forth in the table below (collectively, the “Existing Notes”) for
11.50% Senior Guaranteed Notes due 2027 (the “New 2027 Senior
Guaranteed Notes”) to be issued by Transocean Inc. The Exchange
Offers were made pursuant to the Exchange Offer Memorandum and
Consent Solicitation Statement, dated August 10, 2020 (as
supplemented, the “Exchange Offer Memorandum”).
The Exchange Offers expired at 5:00 p.m., New
York City time, on September 9, 2020 (the “Expiration Time”).
According to information received from D.F. King & Co., Inc.,
the exchange agent and information agent for the Exchange Offers,
as of the Expiration Time, $1,514,164,000 in aggregate principal
amount of Existing Notes had been validly tendered, consisting of
the following Existing Notes:
Title of Existing Notes |
|
Total Consideration(2) |
|
Aggregate Principal Amount Tendered |
6.375% Senior Notes due 2021(1) |
|
$825.00 |
|
$37,294,000 |
3.800% Senior Notes due 2022(1) |
|
$730.00 |
|
$136,035,000 |
7.25% Senior Notes due 2025 |
|
$475.00 |
|
$207,101,000 |
7.50% Senior Notes due 2026 |
|
$475.00 |
|
$180,818,000 |
8.00% Senior Notes due 2027 |
|
$455.00 |
|
$137,870,000 |
8.00% Debentures due 2027 |
|
$375.00 |
|
$35,455,000 |
7.45% Notes due 2027 |
|
$405.00 |
|
$35,460,000 |
7.00% Notes due 2028 |
|
$375.00 |
|
$38,783,000 |
7.50% Notes due 2031 |
|
$395.00 |
|
$192,226,000 |
6.80% Senior Notes due 2038 |
|
$375.00 |
|
$390,358,000 |
7.35% Senior Notes due 2041(1) |
|
$395.00 |
|
$122,764,000 |
______________
- The interest rate for the 2021
Notes, 2022 Notes and 2041 Notes has been increased to 8.375%,
5.800% and 9.35%, respectively, pursuant to the terms of the
applicable indenture.
- Consideration in the form of
principal amount of New 2027 Senior Guaranteed Notes per $1,000
principal amount of Existing Notes that are validly tendered and
accepted for exchange, subject to rounding. Excludes accrued and
unpaid interest, which will be paid in cash in addition to the
applicable total consideration on the Settlement Date.
Based on the applicable total consideration and
the amounts tendered as of the Expiration Time, approximately $688
million aggregate principal amount of New 2027 Senior Guaranteed
Notes will be issued. Transocean intends to accept for exchange all
Existing Notes validly tendered prior to the Expiration Time and
expects to settle the Exchange Offers on September 11, 2020 or as
soon as practicable thereafter (the “Settlement Date”).
The Exchange Offers were made, and the New 2027
Senior Guaranteed Notes were offered, only to holders of the
Existing Notes who are either (a) persons other than “U.S. persons”
as defined in Regulation S, and who agree to purchase the New 2027
Senior Guaranteed Notes outside of the United States, and who are
otherwise in compliance with the requirements of Regulation S; or
(b) persons who are reasonably believed to be “qualified
institutional buyers” as defined in Rule 144A under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) and to
whom the New 2027 Senior Guaranteed Notes are offered in the United
States in a transaction not involving a public offering, pursuant
to Section 4(a)(2) of the Securities Act; provided that, in each
case, if such holder is in the European Economic Area or the United
Kingdom, such holder is not a “retail investor”. For these
purposes, a “retail investor” means a person who is one (or more)
of: (i) a “retail client” as defined in point (11) of Article` 4(1)
of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a
“customer” within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified
investor” as defined in Regulation (EU) 2017/1129. The holders of
Existing Notes who have certified to Transocean Inc. that they are
eligible to participate in the Exchange Offers pursuant to at least
one of the foregoing conditions are referred to as “Eligible
Holders.”
Full details of the terms and conditions of the
Exchange Offers are described in the Exchange Offer Memorandum, the
Exchange Offers were made pursuant to, and the information in this
press release is qualified in its entirety by reference to, the
Exchange Offer Memorandum, which was sent by Transocean Inc. to
Eligible Holders of the Existing Notes. This press release is
neither an offer to purchase nor a solicitation of an offer to buy
any Existing Notes in the Exchange Offers.
The Exchange Offers were not made to Eligible
Holders of Existing 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 Exchange Offers are required to be made
by a licensed broker or dealer, the Exchange Offers are deemed to
be made on behalf of Transocean Inc. by the dealer manager and
solicitation agent, or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
The New 2027 Senior Guaranteed Notes have not
been and will not be registered under 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 New 2027 Senior
Guaranteed Notes may not be publicly offered, directly or
indirectly, in Switzerland within the meaning of the Swiss
Financial Services Act (“FinSA”) (unless in circumstances falling
within article 36 of the FinSA). This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
the New 2027 Senior Guaranteed Notes in the United States, shall
not constitute an offer, solicitation or sale of the New 2027
Senior Guaranteed Notes in any jurisdiction where such offering or
sale would be unlawful and does not constitute a prospectus within
the meaning of the FinSA or advertising within the meaning of the
FinSA. There shall not be any sale of the New 2027 Senior
Guaranteed Notes 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
offshore drilling business with a particular focus on
ultra-deepwater and harsh environment drilling services. The
company’s mobile offshore drilling fleet is considered one of the
most versatile fleets in the world.
Transocean owns or has partial ownership
interests in and operates a fleet of 39 mobile offshore drilling
units, including 27 ultra-deepwater floaters and 12 harsh
environment floaters. In addition, Transocean is constructing two
ultra-deepwater drillships.
Forward-Looking Statements
This press 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
Exchange Offers and the satisfaction or waiver of certain
conditions of the Exchange Offers.
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 Exchange Offers, 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 speak only
as of the date hereof, 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 Contact:Lexington May+1
832-587-6515
Media Contact:Pam Easton+1 713-232-7647
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