Transocean Ltd. Announces Private Exchange Agreement Relating to Existing Exchangeable Bonds, Certain Internal Reorganization...
August 05 2020 - 4:31PM
Transocean Ltd. (NYSE: RIG) (“Transocean”) announced today that it
has executed a private exchange agreement relating to the 0.5%
Exchangeable Bonds due 2023 (the “Existing Exchangeable Bonds”)
issued by Transocean Inc., Transocean’s wholly-owned subsidiary,
that it has commenced certain internal reorganization transactions,
and that it is evaluating certain potential liability management
transactions.
Pursuant to the private exchange agreement,
Transocean Inc. agreed to exchange approximately $356 million
aggregate principal amount of its Existing Exchangeable Bonds for
approximately $213 million aggregate principal amount of new
2.5% Senior Guaranteed Exchangeable Bonds due 2027 (the “Senior
Guaranteed Exchangeable Bonds”) to be issued by Transocean Inc. The
Senior Guaranteed Exchangeable Bonds will be guaranteed by
Transocean and three indirect holding company subsidiaries of
Transocean Inc.: Transocean Mid Holdings 1 Limited (“Mid Holdings
1”), Transocean Mid Holdings 2 Limited (“Mid Holdings 2”) and
Transocean Mid Holdings 3 Limited (“Mid Holdings 3”, collectively
with Mid Holdings 1 and Mid Holdings 2, the “Structurally Senior
Guarantors”). The Structurally Senior Guarantors are owned by
Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and
Transocean Holdings 3 Limited, which, following the
internal reorganization transactions, will continue to own,
directly or indirectly, all of the outstanding equity interests of
the other subsidiaries of Transocean Inc.,
including Transocean Asset Holdings 1 Limited, Transocean
Asset Holdings 2 Limited and Transocean Asset Holdings 3 Limited.
The exchange is subject to customary closing conditions.
The Senior Guaranteed Exchangeable Bonds will
have an initial exchange rate of 162.1626 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 $6.17 per share.
Transocean has also commenced a series of
internal reorganization transactions involving the transfer of
certain assets and liabilities of certain indirect, wholly-owned
subsidiaries of Transocean Inc., including the transfer of the
harsh environment floaters Transocean Endurance and Transocean
Equinox and the indebtedness secured thereby to a newly created
indirect subsidiary of Transocean.
Transocean is evaluating additional potential
liability management transactions in connection with its efforts to
prudently manage its liquidity and debt maturities. In connection
therewith and in order to proactively evaluate strategic
alternatives to manage its capital structure, Transocean has
retained Lazard Frères & Co. LLC, as financial advisor. At this
time, no decisions have been made by Transocean with respect to
additional future liability management transactions.
There can be no assurance that any such
transactions will be offered or consummated by Transocean or
Transocean Inc. Transocean does not undertake any obligation to
provide any updates with respect to any such liability management
transactions, except as required under applicable law.
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 39 mobile offshore drilling
units consisting of 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 Transocean’s plans to exchange the
Existing Exchangeable Bonds for Senior Guaranteed Exchangeable
Bonds, evaluate strategic alternatives to manage its capital
structure and transfer certain assets and liabilities of certain of
its subsidiaries.
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 agreement, conditions in financial markets,
investor response to the private exchange agreement, 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 Contacts:Bradley Alexander+1
713-232-7515
Lexington May+1 832-587-6515
Media Contact:Pam Easton+1 713-232-7647
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