Transocean Ltd. Announces Private Exchange Agreements Relating to Existing Exchangeable Bonds
February 22 2021 - 6:31AM
Transocean Ltd. (NYSE: RIG) (“Transocean”) announced today that it
has executed private exchange agreements relating to the 0.5%
Exchangeable Bonds due 2023 (the “Existing Exchangeable Bonds”)
issued by Transocean Inc., Transocean’s wholly-owned subsidiary.
Pursuant to the private exchange agreements,
Transocean Inc. agreed to exchange approximately $252.8 million
aggregate principal amount of its Existing Exchangeable Bonds for
(i) approximately $230.1 million aggregate principal amount of new
4.00% Senior Guaranteed Exchangeable Bonds due 2025 (the “Senior
Guaranteed Exchangeable Bonds”) to be issued by Transocean Inc. and
(ii) approximately $8.9 million aggregate amount of cash. The
Senior Guaranteed Exchangeable Bonds will be guaranteed by
Transocean and certain indirect holding company subsidiaries of
Transocean Inc.: Transocean Holdings 1 Limited (“Holdings 1”),
Transocean Holdings 2 Limited (“Holdings 2”), Transocean Holdings 3
Limited (“Holdings 3”), Transocean Asset Holdings 1 Limited (“Asset
Holdings 1”), Transocean Asset Holdings 2 Limited (“Asset Holdings
2”) and Transocean Asset Holdings 3 Limited (“Asset Holdings 3”,
and collectively with Holdings 1, Holdings 2, Holdings 3, Asset
Holdings 1 and Asset Holdings 2, the “Structurally Senior
Guarantors”), each of which also guarantee Transocean Inc.'s 2.5%
Senior Exchangeable Bonds due 2027 and 11.50% Senior Guaranteed
Notes due 2027. The exchange is subject to customary closing
conditions.
The Senior Guaranteed Exchangeable Bonds will
have an initial exchange rate of 190.4762 Transocean common shares,
par value 0.10 Swiss francs per share (“Common Shares”), per $1,000
original principal amount, subject to adjustment, and will be
convertible into Common Shares, implying an initial exchange price
of approximately $5.25 per share.
The Senior Guaranteed Exchangeable Bonds and
Transocean’s Common Shares issuable upon exchange of the Senior
Guaranteed Exchangeable Bonds have not been registered under the
Securities Act of 1933, as amended, or under any state securities
laws and may not be offered or sold without registration under, or
an applicable exemption from, the registration requirements. This
press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
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
ultra-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 37 mobile offshore drilling
units consisting of 27 ultra-deepwater floaters and 10 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
Transocean’s plans to exchange the Existing Exchangeable Bonds for
Senior Guaranteed Exchangeable Bonds.
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 the
private exchange agreements, conditions in financial markets,
investor response to the private exchange agreements, and other
risk factors as detailed from time to time in Transocean’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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