Transocean Files 8K - Regulation FD
July 05 2016 - 8:16AM
Dow Jones News
Transocean Ltd. (RIG) filed a Form 8K - Regulation FD Disclosure
- with the U.S Securities and Exchange Commission on July 05,
2016.
On July 5, 2016, Transocean Ltd. announced that Transocean Inc.,
its wholly-owned subsidiary, commenced an offering (the "Offering")
of US$1.5 billion aggregate principal amount of senior unsecured
notes due 2023 to eligible purchasers under Rule 144A/Regulation S
of the Securities Act of 1933, as amended. The notes will be
guaranteed by Transocean Ltd. and certain of Transocean Inc.'s
subsidiaries.
Simultaneously with the Offering, Transocean Inc. is conducting
a tender offer (the "Tender Offer") to purchase for cash US$1
billion principal amount of its 6.500% Senior Notes due 2020,
6.375% Senior Notes due 2021 and 3.800% Senior Notes due 2022 (the
"Existing Notes"), subject to the terms and conditions specified in
the related offer to purchase (the "Offer to Purchase"). The Tender
Offer will expire at 11:59 P.M., New York City time, on August 1,
2016, subject to any extension.
The Tender Offer is subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer
to Purchase, including, among others, Transocean Inc. having raised
net proceeds through the Offering or other issuances of debt in the
public or private capital markets, on reasonably satisfactory
terms, sufficient to purchase all of the Existing Notes validly
tendered (and not validly withdrawn) and accepted for purchase in
the Tender Offer and to pay accrued interest and all fees and
expenses in connection with the Tender Offer. The Offering is not
conditioned upon the consummation of the Tender Offer.
Transocean Inc. intends to use US$1 billion of the proceeds from
the Offering to repurchase the Existing Notes, as described in the
Offer to Purchase. The remaining proceeds of Offering not applied
to the Tender Offer are intended to be used to refinance existing
indebtedness and for general corporate purposes.
A copy of the press releases announcing the Offering and the
Tender Offer are furnished herewith as Exhibits 99.1 and 99.2,
respectively, and are incorporated herein by reference.
Since March 31, 2016, Transocean Ltd. or one or more of its
subsidiaries has repurchased in the open market an aggregate
principal amount of US$228 million of Transocean Inc.'s debt
securities for an aggregate cash payment of US$189 million. As a
result of the repurchases, the aggregate principal amounts of the
following Transocean Inc. notes has been retired: US$36 million of
the 5.05% Senior Notes due 2016, US$38 million of the 2.5% Senior
Notes due 2017, US$20 million of the 6.0% Senior Notes due 2018,
US$26 million of the 7.375% Senior Notes due 2018, US$13 million of
the 6.5% Senior Notes due 2020, US$44 million of the 6.375% Senior
Notes due 2021, US$38 million of the 3.8% Senior Notes due 2022,
US$8 million of the 7.45% Senior Notes due 2027 and US$5 million of
the 7.5% Senior Notes due 2031.
The information in this Current Report on Form 8-K, including
Exhibits 99.1 and 99.1, is being "furnished" pursuant to Item 7.01
and shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, and is not incorporated
by reference into any Transocean Ltd. filing, whether made before
or after the date hereof, regardless of any general incorporation
language in such filing.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000155837016006560/rig-20160705x8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000155837016006560/0001558370-16-006560-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
(END) Dow Jones Newswires
July 05, 2016 08:01 ET (12:01 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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