Transocean Ltd. (NYSE: RIG) announced today the pricing terms of
the previously announced cash tender offer by Transocean Inc., its
wholly owned subsidiary (the “Company” and, together with
Transocean Ltd., “Transocean”), for any and all of the Company’s
outstanding 11.50% Senior Guaranteed Notes due 2027 (the “2027
Notes”) from holders thereof (each, a “Holder” and collectively,
the “Holders”). The cash tender offers previously announced for the
2027 Notes and the 7.25% Senior Notes due 2025 (collectively, the
“Notes”) were made pursuant to an Offer to Purchase, dated April
11, 2024 (the “Offer to Purchase”). The offers to purchase for cash
the Notes (the “Offers”) will expire at 5:00 p.m., New York City
time, today, April 17, 2024, unless extended (such date and time,
as may be extended, the “Expiration Date”), or unless earlier
terminated.
Subject to the terms and conditions of the Offer
for the 2027 Notes, 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 per $1,000 principal amount of 2027 Notes validly
tendered at or prior to the Expiration Date and accepted for
purchase pursuant to such Offer will be the total consideration set
forth in the table below (the “Total Consideration”) on the
Settlement Date or the Guaranteed Delivery Settlement Date (each
defined herein) (which may be extended by the Company). The Total
Consideration for the 2027 Notes was calculated in the manner
described in the Offer to Purchase by reference to the fixed spread
specified in the table 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 |
$1,044.94 |
(1) No representation is made as to the correctness or accuracy
of the CUSIP numbers listed herein or printed on the 2027 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.
In addition to the Total Consideration, all
Holders of 2027 Notes accepted for purchase will also receive
accrued and unpaid interest on such 2027 Notes from the last
interest payment date with respect to the 2027 Notes to, but not
including, the Settlement Date (the “Accrued Interest”). For the
avoidance of doubt, interest will cease to accrue on the Settlement
Date for all 2027 Notes accepted in the Offer, including any such
2027 Notes tendered through the guaranteed delivery procedures. As
a result, 2027 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 2027 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 2027 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 2027 Notes or the 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 2027 Notes validly tendered pursuant to the Offer 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) 558-3745Tel (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 2027 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 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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