Transocean Ltd. (NYSE: RIG) announced today that Transocean Inc.,
its wholly-owned subsidiary (collectively with Transocean Ltd.,
“Transocean”), has commenced exchange offers (the “Exchange
Offers”) to exchange the existing notes listed below (the “Existing
Notes”) for up to an aggregate principal amount of $750,000,000
(subject to increase or decrease by Transocean Inc., the “Maximum
New Notes Amount”) of the applicable series of new notes (the “New
Senior Guaranteed Notes”) issued by Transocean Inc.
The New Senior Guaranteed Notes will be
guaranteed by Transocean Ltd. 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 Transocean’s 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.
Concurrent with the Exchange Offers, Transocean
has commenced a solicitation of consents (the “Consent
Solicitations” and, together with the Exchange Offers, the
“Offers”) from Eligible Holders (as defined below) of the Existing
Notes to amend certain provisions of the indentures (the “Proposed
Amendments”) with respect to the applicable series of Existing
Notes (such indentures, the “Existing Indentures”). The terms and
conditions of the Offers are described in an Exchange Offer
Memorandum and Consent Solicitation Statement, dated
August 10, 2020 (the “Exchange Offer Memorandum”).
The following table describes certain terms of
the Offers:
Title of Existing Notes |
|
CUSIP Number(3) |
|
Principal Amount Outstanding |
|
Acceptance Priority Level(4) |
|
Series of New Senior Guaranteed Notes |
|
Exchange Consideration(5) |
|
Early Exchange Premium(5)(6) |
|
Total Consideration(5)(7) |
6.375% Senior Notes due 2021(1) |
|
893830BB4 |
|
$ |
184,000,000 |
|
1 |
|
10.00% Senior Guaranteed Notes due 2025 |
|
$775.00 |
|
$50.00 |
|
$825.00 |
3.800% Senior Notes due 2022(1) |
|
893830BC2 |
|
$ |
182,000,000 |
|
2 |
|
10.00% Senior Guaranteed Notes due 2025 |
|
$575.00 |
|
$50.00 |
|
$625.00 |
7.25% Senior Notes due 2025 |
|
893830BK4 / G90073AD2 |
|
$ |
750,000,000 |
|
3 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$375.00 |
|
$50.00 |
|
$425.00 |
7.50% Senior Notes due 2026 |
|
893830BF5 / G90073AB6 |
|
$ |
750,000,000 |
|
4 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$375.00 |
|
$50.00 |
|
$425.00 |
8.00% Senior Notes due 2027 |
|
893830BL2 / G90073AE0 |
|
$ |
750,000,000 |
|
5 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$375.00 |
|
$50.00 |
|
$425.00 |
8.00% Debentures due 2027 |
|
893817AB2 |
|
$ |
57,000,000 |
|
6 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$325.00 |
|
$50.00 |
|
$375.00 |
7.45% Notes due 2027 |
|
893817AA4 |
|
$ |
88,000,000 |
|
7 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$325.00 |
|
$50.00 |
|
$375.00 |
7.00% Notes due 2028(2) |
|
379352AL1 |
|
$ |
300,000,000 |
|
8 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$325.00 |
|
$50.00 |
|
$375.00 |
7.50% Notes due 2031 |
|
893830AF6 |
|
$ |
588,000,000 |
|
9 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$325.00 |
|
$50.00 |
|
$375.00 |
6.80% Senior Notes due 2038 |
|
893830AT6 |
|
$ |
1,000,000,000 |
|
10 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$325.00 |
|
$50.00 |
|
$375.00 |
7.35% Senior Notes due
2041(1) |
|
893830AZ2 |
|
$ |
300,000,000 |
|
11 |
|
11.50% Senior Guaranteed Notes due 2027 |
|
$325.00 |
|
$50.00 |
|
$375.00 |
______________
(1) |
The interest rate for the 2021 Notes, 2022 Notes and 2041 Notes
have been increased to 8.375%, 5.800% and 9.35%, respectively,
pursuant to the terms of the indenture governing such notes. |
(2) |
Global Marine Inc. is the issuer of the 2028 Notes and Transocean
Inc. is a guarantor of such notes. |
(3) |
No representation is made as to the correctness or accuracy of the
CUSIP numbers listed in this press release or printed on the
Existing Notes. They are provided solely for convenience. |
(4) |
The Maximum New Notes Amount of New Senior Guaranteed Notes that
may be issued to Eligible Holders pursuant to the Offers is
$750,000,000 (subject to increase or decrease by Transocean Inc. in
its sole discretion, subject to applicable law). Accordingly,
Existing Notes accepted for exchange on the Settlement Date (as
defined below) will be accepted in accordance based on the order of
priority (the “Acceptance Priority Levels”) set forth herein (with
“1” being the highest Acceptance Priority Level and “11” being the
lowest Acceptance Priority Level). Transocean Inc. will only accept
for exchange Existing Notes up to an aggregate principal amount
that will not result in the aggregate principal amount of New
Senior Guaranteed Notes issued pursuant to the Exchange Offers to
exceed the Maximum New Notes Amount. Transocean Inc. reserves the
right, in its sole discretion, subject to applicable law, to
increase or decrease the Maximum New Notes Amount, but there can be
no assurance that Transocean Inc. will do so. |
(5) |
Consideration in the form of principal amount of New 2025 Senior
Guaranteed Notes or New 2027 Senior Guaranteed Notes, as
applicable, per $1,000 principal amount of Existing Notes that are
validly tendered and accepted for exchange, subject to any rounding
as described herein. Excludes accrued and unpaid interest, which
will be paid in cash in addition to the Exchange Consideration or
the Total Consideration, as applicable, on the Settlement
Date. |
(6) |
The Early Exchange Premium (as defined below) will be payable to
Eligible Holders who validly tender Existing Notes at or prior to
the Early Tender Time (as defined below). |
(7) |
Includes the Early Exchange Premium for Existing Notes validly
tendered at or prior to the Early Tender Time. |
Each Exchange Offer and Consent Solicitation
will expire at 11:59 p.m., New York City time on September 4,
2020, or any other date and time to which Transocean Inc. extends
such date and time in its sole discretion (such date and time for
such Exchange Offer or Consent Solicitation, as it may be extended,
the “Expiration Time”), unless earlier terminated.
To be eligible to receive the applicable total
consideration (the “Total Consideration”) in the applicable
Exchange Offer and Consent Solicitation, Eligible Holders must
validly tender and not validly withdraw their Existing Notes and
validly deliver and not revoke their consents at or prior to 5:00
p.m., New York City time, on August 21, 2020, or any other date and
time to which Transocean Inc. extends such period for such Exchange
Offer or Consent Solicitation in its sole discretion (such time and
date for such Exchange Offer or Consent Solicitation, as it may be
extended, the “Early Tender Time”). Eligible Holders validly
tendering their Existing Notes after the applicable Early Tender
Time and at or prior to the Expiration Time will only be eligible
to receive the applicable exchange consideration set forth in the
table above (the “Exchange Consideration”), which equals the
applicable Total Consideration less the applicable early exchange
premium (the “Early Exchange Premium”).
Validly tendered Existing Notes may be withdrawn
and related consents revoked, with respect to an Offer and Consent
Solicitation for any series of Existing Notes at or prior to, and
not thereafter (subject to applicable law), (x) in the case of
7.25% Senior Notes due 2025, 7.50% Senior Notes due 2026 and 8.00%
Senior Notes due 2027 (collectively, the “Existing Guaranteed
Notes”), 5:00 p.m., New York City time, on August 21, 2020, unless
extended by Transocean Inc. in its sole discretion, and (y) in the
case of any other series of Existing Notes, the earlier of (i) the
time of execution of the Supplemental Indenture (as defined below)
relating to such series of Existing Notes (which is expected to
occur promptly after receipt of the Requisite Consents for such
series), (ii) 5:00 p.m., New York City time, on August 21, 2020,
unless extended by Transocean Inc. in its sole discretion (provided
the Consent Solicitation with respect to such series of Existing
Notes is also terminated as of such date and time) and (iii) the
termination of the Consent Solicitation with respect to such series
of Existing Notes. The occurrence of such event with respect to a
series of Existing Notes described in clause (x) or (y), as
applicable, in the prior sentence is referred to as the “Withdrawal
Deadline” for such series of Existing Notes.
Transocean Inc. expressly reserves the right,
but is under no obligation, to increase or decrease the Maximum New
Notes Amount at any time, subject to applicable law. This could
result in Transocean Inc. purchasing a greater or lesser aggregate
principal amount of Existing Notes in the Offers and issuing a
greater or lesser aggregate principal amount of New Senior
Guaranteed Notes. There can be no assurance that Transocean Inc.
will exercise its right to increase or decrease the Maximum New
Notes Amount.
Transocean Inc. will exchange any Existing Notes
that have been validly tendered at or prior to the Expiration Time
and that it chooses to accept for exchange, subject to all
conditions to such Offer having been either satisfied or waived by
Transocean Inc., within three business days following the
Expiration Time or as promptly as practicable thereafter (the
settlement date of such exchange with respect to an Offer being
referred to as the “Settlement Date”), subject to the Maximum New
Notes Amount, the Acceptance Priority Level and proration.
Subject to the Maximum New Notes Amount and
proration, all Existing Notes of a series validly tendered at or
before the Expiration Time having a higher Acceptance Priority
Level will be accepted before any Existing Notes of another series
tendered at or before the Expiration Time having a lower Acceptance
Priority Level are accepted, even if the Existing Notes having a
lower Acceptance Priority Level were tendered prior to the
applicable Early Tender Time and the Existing Notes having a higher
Acceptance Priority Level were tendered after the Early Tender Time
but on or prior to the Expiration Time. Accordingly, even if the
Offers are fully subscribed such that the Aggregate Exchange
Consideration issuable in respect of Existing Notes validly
tendered equals at least the Maximum New Notes Amount as of the
applicable Early Tender Time, Existing Notes validly tendered at or
before the applicable Early Tender Time may be subject to proration
if Transocean Inc. accepts Existing Notes tendered after the
applicable Early Tender Time but on or prior to the Expiration Time
that have a higher Acceptance Priority Level than such Existing
Notes. In such a scenario, Transocean Inc. will (assuming
satisfaction or waiver of the conditions set forth in the Exchange
Offer Memorandum with respect to the Offers) accept all validly
tendered Existing Notes and related consents, on or prior to the
Expiration Time on a prorated basis based on the Acceptance
Priority Level such that the Aggregate Exchange Consideration
equals the Maximum New Notes Amount (subject to rounding down to
the nearest $1,000). A Consent Solicitation with respect to a
series of Existing Notes will be terminated if either (i) the
consents of holders of a majority in aggregate principal amount of
such series of Existing Notes outstanding (excluding any Existing
Notes held by Transocean Inc. or its affiliates) (with respect to
each series of Existing Notes, the “Requisite Consents”) for such
series are not obtained, or (ii) such series is subject to
proration in the related Offer, and in either such case, the
applicable Proposed Amendments for such series of Existing Notes
will not become effective.
All Existing Notes not accepted as a result of
proration will be rejected from the applicable Offer and will be
promptly returned to the tendering Eligible Holder.
Existing Notes may be tendered and accepted for
exchange only in principal amounts equal to minimum denominations
of $1,000 and integral multiples of $1,000 in excess thereof.
Existing Guaranteed Notes may be tendered and accepted for exchange
only in principal amounts equal to minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof, provided that
the New Senior Guaranteed Notes will be issued with minimum
denominations of $1,000 and integral multiples of $1,000 in excess
thereof. Eligible Holders who do not tender all of their Existing
Notes of a series must ensure that (i) they retain a principal
amount of each such series of Existing Notes amounting to at least
the applicable minimum denomination for such series and (ii) they
tender a sufficient principal amount to receive the applicable
minimum denomination for such series of New Senior Guaranteed
Notes. Any Existing Notes of a series tendered by an Eligible
Holder that fails to tender a sufficient amount to receive the
applicable minimum denomination will be rejected. If proration
causes Transocean Inc. to return less than the minimum denomination
of a series of Existing Notes to an Eligible Holder, then
Transocean Inc. will either accept all or reject all of the
Existing Notes of such series tendered by such Existing Holder. The
amount of New Senior Guaranteed Notes to be issued to any Eligible
Holder will be rounded down to the nearest $1,000. Any fractional
portion of New Senior Guaranteed Notes not received as a result of
rounding down will be paid in cash.
If the Requisite Consents to the applicable
Proposed Amendments are received and not revoked with respect to a
series of Existing Notes, Transocean Inc. and the trustee under the
Existing Indenture governing such series of Existing Notes are
expected to execute a supplemental indenture to such Existing
Indenture providing for the Proposed Amendments (with respect to
any such series of Existing Notes, a “Supplemental Indenture”),
promptly after receipt of such Requisite Consents. The Supplemental
Indenture will affect the Proposed Amendments only with respect to
such series of Existing Notes for which the applicable Requisite
Consents were received and not revoked. The adoption of the
Proposed Amendments with respect to any series of Existing Notes is
not conditioned upon the consummation of any other Consent
Solicitation or adoption of the Proposed Amendments in respect of
any other series of Existing Notes or obtaining any Requisite
Consent with respect to any other series of Existing Notes. The
failure to obtain the Requisite Consents with respect to any series
of Existing Notes will not affect Transocean Inc.’s ability to
enter into the Supplemental Indenture and cause the Proposed
Amendments to become effective for any other series of Existing
Notes. If an Offer or the related Consent Solicitation with respect
to a series of Existing Notes is terminated or withdrawn, the
Existing Indenture governing such series of Existing Notes will
remain in effect in its present form with respect to such series of
Existing Notes. However, if the Proposed Amendments for a series of
Existing Notes become operative, Eligible Holders of such series of
Existing Notes who do not tender Existing Notes will be bound by
the applicable Proposed Amendments, meaning that their Existing
Notes will be governed by an Indenture as amended by the applicable
Supplemental Indenture.
Each Offer and Consent Solicitation is a
separate offer and/or solicitation, and each may be individually
amended, extended, terminated or withdrawn, subject to certain
conditions and applicable law, at any time in Transocean Inc.’s
sole discretion, and without amending, extending, terminating or
withdrawing any other Offer or Consent Solicitation. No Offer is
conditioned upon any minimum principal amount of Existing Notes of
any series being tendered nor the consummation of any other Offer
or Consent Solicitation. Additionally, notwithstanding any other
provision of the Offers, Transocean Inc.’s obligation to accept and
exchange any of the Existing Notes validly tendered pursuant to the
Offers is subject to the satisfaction or waiver of certain
conditions, as described in the Exchange Offer Memorandum, and
Transocean Inc. expressly reserves the right, subject to applicable
law, to terminate any Exchange Offer and/or Consent Solicitation at
any time.
The Offers are being made, and the applicable
series of New Senior Guaranteed Notes are being 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 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 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 Offers and Consent Solicitations
pursuant to at least one of the foregoing conditions are referred
to as “Eligible Holders.” Eligible Holders may go to
www.dfking.com/transocean to confirm their eligibility.
Full details of the terms and conditions of the
Exchange Offers and the Consent Solicitations are described in the
Exchange Offer Memorandum, the Exchange Offers and the Consent
Solicitations are only being made pursuant to, and the information
in this press release is qualified in its entirety by reference to,
the Exchange Offer Memorandum, which is being sent by Transocean
Inc. to Eligible Holders of the Existing Notes. Eligible Holders of
the Existing Notes are encouraged to read these documents, as they
contain important information regarding the Exchange Offers and the
Consent Solicitations. This press release is neither an offer to
purchase nor a solicitation of an offer to buy any Existing Notes
in the Exchange Offers.
Requests for the Exchange Offer Memorandum and
other documents relating to the Exchange Offers and the Consent
Solicitations may be directed to D.F. King & Co., Inc., the
exchange agent and information agent for the Offers, at (212)
269-5550 (for banks and brokers only) or (800) 967-5051 (toll-free)
(for all others) or transocean@dfking.com.
None of Transocean Ltd., Transocean Inc., any of
their respective subsidiaries, their respective boards of directors
or directors, the dealer manager and solicitation agent, the
exchange agent and information agent or any trustee or any of
Transocean Ltd.’s, Transocean Inc.’s or any of their subsidiaries’
respective affiliates, or such respective affiliates, is making any
recommendation as to whether Eligible Holders should tender any
Existing Notes in response to the Exchange Offers or deliver any
Consents pursuant to the Consent Solicitations and no one has been
authorized by any of them to make such a recommendation.
The Exchange Offers and the Consent
Solicitations are not being 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 and the Consent Solicitations are required to be
made by a licensed broker or dealer, the Exchange Offers and the
Consent Solicitations will be 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 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 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 Senior Guaranteed Notes
in the United States, shall not constitute an offer, solicitation
or sale of the New 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 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
Offers, including the acceptance for purchase of any New Senior
Guaranteed Notes validly tendered, the expected Early Tender Time,
Expiration Time and Settlement Date thereof, the potential increase
to the Maximum New Notes Amount, and the satisfaction or waiver of
certain conditions of the 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 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 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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