Transocean Ltd. (NYSE: RIG) announced that Transocean Inc., its
wholly-owned subsidiary (the “Company” and, together with
Transocean Ltd., “Transocean”), has commenced an offer to purchase
for cash (collectively, the “Offers” and each, an “Offer”) any and
all of its outstanding 11.50% Senior Guaranteed Notes due 2027 (the
“2027 Super Priority Guaranteed Notes”) and 7.25% Senior Notes due
2025 (the “2025 Priority Guaranteed Notes,” collectively with the
2027 Super Priority Guaranteed Notes, the “Notes”), in each case,
from holders thereof (each, a “Holder” and collectively, the
“Holders”). Each of the Notes specified in the table below are
referred to as a “series” of Notes. The Offers are being made
pursuant to an Offer to Purchase, dated April 11, 2024 (the “Offer
to Purchase”).
The Offer for the Notes will expire at 5:00
p.m., New York City time, on April 17, 2024 unless extended (such
date and time, as may be extended, the “Expiration Date”), or
unless earlier terminated. To be eligible to receive the applicable
Total Consideration (as defined herein) payable for the Notes,
Holders must (i) validly tender Notes on or prior to the Expiration
Date or (ii) deliver a properly completed and duly executed notice
of guaranteed delivery (as may be amended or supplemented from time
to time, the “Notice of Guaranteed Delivery”) on or prior to the
Expiration Date. Tendered Notes may be withdrawn on or prior to,
but not after, 5:00 p.m., New York City time, on April 17,
2024.
The Offers are subject to the satisfaction or
waiver of the conditions, including the Financing Condition (as
defined below).
Any and All of the Outstanding Notes Listed
Below:
Title of Security |
CUSIP Number(1) |
Principal Amount Outstanding |
U.S. Treasury
ReferenceSecurity |
Bloomberg Reference Page |
Fixed Spread |
Total Consideration(2) |
11.500% Senior Guaranteed Notes due 2027 |
144A: 893830BQ1Reg S: G90073AG5 |
$687,343,000 |
1.750% UST due 07/31/2024 |
FIT3 |
+0 bps |
(3) |
7.250% Senior Notes due 2025 |
144A: 893830BK4Reg S: G90073AD2 |
$354,244,000 |
N/A |
N/A |
N/A |
$1,000.00 |
(1) |
|
No representation is made as to the correctness or accuracy of the
CUSIP numbers listed herein or printed on the Notes, and are
provided solely for convenience of the reader. |
(2) |
|
Per $1,000 principal amount. Excludes Accrued Interest (as defined
herein), which will be paid as set forth herein as applicable. |
(3) |
|
The Total Consideration for the 2027 Super Priority Guaranteed
Notes validly tendered will be determined by the Dealer Manager (as
defined herein) in the manner described in the Offer to Purchase by
reference to the fixed spread (the “Fixed Spread”) specified above
plus the yield (the “Reference Yield”) based on the bid-side price
of the U.S. Treasury Reference Security specified above (the
“Reference Security”) as quoted on the Bloomberg Bond Trader FIT3
series of pages (the “Reference Page”) at 10:00 a.m., New York City
time, on the Expiration Date of the Offers. The Total Consideration
for the 2027 Super Priority Guaranteed Note will be based on a
yield to July 30, 2024, the date of the next specified redemption
price reduction under the indenture governing the Notes, and
assuming the Notes are redeemed on July 30, 2024, at the specified
redemption price for such date of 102.875% of the principal amount,
as described in the Offer to Purchase. |
|
|
|
Subject to the terms and conditions of each
Offer, including the completion of an offering of debt securities
on terms satisfactory to the Company, (including, but not limited
to, the amount of proceeds raised in such offering), the
consideration for each series per $1,000 principal amount of Notes
validly tendered at or prior to the Expiration Date and accepted
for purchase pursuant to such Offer will be the total consideration
for such series set forth in the table above (with respect to each
series of Notes, the “Total Consideration”) on the Settlement Date
or the Guaranteed Delivery Settlement Date (each defined herein)
(which may be extended by the Company).
In addition to the Total Consideration, all
Holders of Notes accepted for purchase will also receive accrued
and unpaid interest on such Notes from the last interest payment
date with respect to the Notes to, but not including, the
Settlement Date (with respect to each series of Notes, the “Accrued
Interest”). For the avoidance of doubt, interest will cease to
accrue on the Settlement Date for all Notes accepted in the Offer,
including any such Notes tendered through the guaranteed delivery
procedures. As a result, Notes tendered through the guaranteed
delivery procedures will not receive accrued interest from the
Settlement Date through the Guaranteed Delivery Settlement
Date.
In respect of all Notes validly tendered and not
validly withdrawn on or prior to the Expiration Date, the Company
will make payment in same-day funds promptly following the
Expiration Date, anticipated to be April 18, 2024, the first
business day after the Expiration Date (the “Settlement Date”). In
respect of all Notes for which a properly completed and duly
executed Notice of Guaranteed Delivery is delivered pursuant to the
guaranteed delivery procedures on or prior to the Expiration Date
and accepted for purchase, the Company will make payment in
same-day funds promptly following the Guaranteed Delivery
Expiration Date, anticipated to be April 22, 2024, the first
business day after the Guaranteed Delivery Expiration Date (the
“Guaranteed Delivery Settlement Date”).
Each Offer is a separate offer, and each may be
individually amended, extended, terminated or withdrawn, subject to
certain conditions and applicable law, at any time in the Company’s
sole discretion, and without amending, extending, terminating or
withdrawing any other Offer. No Offer is conditioned upon any
minimum principal amount of Notes of any series being tendered nor
the consummation of any other Offer. Additionally, notwithstanding
any other provision of the Offers, the Company’s obligation to
accept for purchase, and to pay for, any of the Notes validly
tendered pursuant to the Offers is subject to the satisfaction or
waiver of certain conditions as set forth in the Offer to Purchase,
and the Company expressly reserves its right, subject to applicable
law, to terminate any Offer at any time.
The Offers are being made pursuant to the terms
and conditions contained in the Offer to Purchase and Notice of
Guaranteed Delivery, copies of which may be requested from the
information agent for the tender offer, D.F. King & Co., Inc.,
at (212) 269-5550 or (800) 659-5550, by email at
transocean@dfking.com or via the following web address:
www.dfking.com/transocean.
Citigroup Global Markets Inc. is acting as the
sole Dealer Manager (the “Dealer Manager”) for the Offers.
Questions regarding the tender offer may be directed to the Dealer
Manager at the telephone numbers shown below:
Citigroup Global Markets Inc.Tel (toll-free):
(800) 558-3745 Tel (collect): (212) 723-6106
This press release does not constitute a notice
of redemption under the optional redemption provisions of the
applicable indenture governing the Notes, nor does it constitute an
offer to sell, or a solicitation of an offer to buy, any security,
nor does it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
In addition, this press release is not an offer to sell or the
solicitation of an offer to buy any securities issued in connection
with any contemporaneous notes offering, nor shall there be any
sale of the securities issued in such offering in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
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 global offshore
drilling business with a particular focus on ultra-deepwater and
harsh environment drilling services and operates the highest
specification floating offshore drilling fleet in the world.
Transocean owns or has partial ownership interests in and
operates a fleet of 36 mobile offshore drilling units, consisting
of 28 ultra-deepwater floaters and eight harsh environment
floaters. In addition, Transocean is constructing one
ultra-deepwater drillship.
For more information about Transocean, please visit:
www.deepwater.com.
Forward-Looking Statements
The statements described herein that are not
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements could
contain words such as “possible,” “intend,” “will,” “if ,” “expect”
or other similar expressions. Forward-looking statements are based
on management’s current expectations and assumptions, and are
subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. As a result, actual
results could differ materially from those indicated in these
forward-looking statements. Factors that may cause actual results
to vary include, but are not limited to, risks relating to the
conditions in financial markets, risks relating to the terms and
timing for completion of the Offers, including the acceptance for
purchase of any Notes validly tendered and the expected expiration
time and the satisfaction or waiver of certain conditions of the
Offers, investor response to Transocean’s offering of the Notes,
the guarantees of the Notes and the 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. Should one
or more of these risks or uncertainties materialize (or the other
consequences of such a development worsen), or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or expressed or implied by such
forward-looking statements. All subsequent written and oral
forward-looking statements attributable to the company or to
persons acting on our behalf are expressly qualified in their
entirety by reference to these risks and uncertainties. You should
not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the
particular statement, and we undertake no obligation to publicly
update or revise any forward-looking statements to reflect events
or circumstances that occur, or which we become aware of, after the
date hereof, except as otherwise may be required by law.
Analyst Contact:Alison
Johnson+1 713-232-7214
Media Contact:Pam Easton+1
713-232-7647
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