Transocean Ltd. Announces Additional Private Exchange Agreement Relating to Existing Exchangeable Bonds
August 10 2020 - 6:41PM
Transocean Ltd. (NYSE: RIG) (“Transocean”) announced today that it
has executed an additional 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.
Pursuant to the additional private exchange
agreement, Transocean Inc. agreed to exchange $40.9 million
aggregate principal amount of its Existing Exchangeable Bonds for
$24.6 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. Collectively
with its previously announced private exchange of Existing
Exchangeable Bonds, Transocean Inc. has agreed to exchange
$396.6 million aggregate principal amount of its Existing
Exchangeable Bonds for $237.9 million aggregate principal amount of
its Senior Guaranteed Exchangeable Bonds. The private exchanges are
subject to customary closing conditions.
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”, and 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 previously announced 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 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.
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. The
Senior Guaranteed Exchangeable Bonds 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 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. This press
release does not constitute a prospectus within the meaning of the
FinSA or advertising within the meaning of the FinSA.
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
Transocean (NYSE:RIG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Transocean (NYSE:RIG)
Historical Stock Chart
From Apr 2023 to Apr 2024