Transocean Ltd. (RIG) filed a Form 8K - Acquisition or
Disposition of Assets - with the U.S Securities and Exchange
Commission on December 09, 2016.
On December 9, 2016, Transocean Ltd., a Swiss corporation
("Transocean"), completed its previously announced merger (the
"Merger") pursuant to the Agreement and Plan of Merger, dated as of
July 31, 2016 (the "Original Merger Agreement"), and as amended on
November 21, 2016 (the "Amendment" and the Original Merger
Agreement as amended by the Amendment, the "MergerAgreement"), by
and among Transocean, Transocean Partners Holdings Limited, a
Cayman Islands exempted company and an indirect, wholly owned
subsidiary of Transocean ("Transocean Holdings"), TPHL Holdings
LLC, a Marshall Islands limited liability company and a direct,
wholly owned subsidiary of Transocean Holdings ("Merger Sub"), and
Transocean Partners LLC, a Marshall Islands limited liability
company ("Transocean Partners"). Pursuant to the Merger Agreement,
Merger Sub merged with and into Transocean Partners, with
Transocean Partners surviving the Merger as an indirect, wholly
owned subsidiary of Transocean.
A copy of the press release announcing the completion of the
Merger is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
Under the terms of the Merger Agreement, each common unit of
Transocean Partners outstanding immediately prior to the effective
time of the Merger (other than common units held by Transocean,
Transocean Partners, Transocean Holdings, Merger Sub or any other
subsidiary of Transocean) was converted into the right to receive
1.2000 Transocean shares (the "Exchange Ratio").
Under the Merger Agreement, each unvested time-based award of
Transocean Partners phantom units (except as described below) and
each performance-based Transocean Partners phantom unit award
granted prior to January 1, 2016 generally, immediately prior to
the effective time, became fully vested without any action on the
part of the award holder, Transocean Partners, Transocean or Merger
Sub and, as a result, each award holder was issued (subject to
applicable tax withholding) the applicable number of Transocean
Partners common units. Additionally, each performance-based
Transocean Partners phantom unit award granted on or after January
1, 2016 was deemed to have vested in a number of earned phantom
units determined by multiplying 100% by the number of target
Transocean Partners performance-based phantom units under such
award, and as a result the award holder was issued (subject to
applicable tax withholding) a corresponding number of Transocean
Partners common units. Each time-based award of Transocean Partners
phantom units (except as described below) that had vested but had
not converted to Transocean Partners common units, immediately
prior to the effective time, became fully vested without any action
on the part of the award holder, Transocean Partners, Transocean or
Merger Sub and, as a result, each award holder was issued (subject
to applicable tax withholding) the applicable number of Transocean
Partners common units. Such Transocean Partners common units were
treated at the effective time of the Merger the same as, and have
the same rights and subject to the same conditions as, the other
outstanding common units of Transocean Partners described
above.
Notwithstanding the above, under the Merger Agreement, certain
awards of Transocean Partners phantom units that remained
outstanding immediately prior to the effective time ceased to
represent a right to acquire Transocean Partners common units, and
Transocean assumed such phantom unit awards which, as of the
effective time, represented the right to receive a number of
Transocean shares, subject to the terms of the applicable plan and
award agreement, equal to the number of Transocean Partners common
units that were subject to the award multiplied by the
Exchange Ratio (rounded down to the nearest whole Transocean
share). Following the effective time of the Merger, no holder of an
award of Transocean Partners phantom units that was assumed by
Transocean has any right to receive Transocean Partners common
units in respect of such phantom unit award or any right to receive
the merger consideration.
The foregoing description of the Merger Agreement does not
purport to be complete and is subject and qualified in its entirety
by reference to the full text of the Original Merger Agreement,
which was filed as Exhibit 2.1 to Transocean's Current Report on
Form 8-K filed with the Securities and Exchange Commission ("SEC")
on August 1, 2016, and which is incorporated herein by reference,
and the Amendment, which was filed as Exhibit 2.1 to Transocean
Partners' Current Report on Form 8-K filed with the SEC on November
23, 2016 and which is incorporated herein by reference.
Item 9.01.
(d) Exhibits.
Exhibit
Number
Description
2.1
Agreement and Plan of Merger among Transocean Ltd., Transocean
Partners Holdings Limited, TPHL Holdings LLC and Transocean
Partners LLC, dated July 31, 2016 (incorporated by reference to
Exhibit 2.1 to Transocean Ltd.'s Current Report on Form 8-K filed
on August 1, 2016)
2.2
Amendment to Agreement and Plan of Merger among Transocean Ltd.,
Transocean Partners Holdings Limited, TPHL Holdings LLC and
Transocean Partners LLC, dated November 21, 2016 (incorporated by
reference to Exhibit 2.1 to Transocean Ltd.'s Current Report on
Form 8-K filed on November 23, 2016)
99.1
Press Release Announcing Closing of the Merger
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150516000269/rig-20161209x8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150516000269/0001451505-16-000269-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
(END) Dow Jones Newswires
December 09, 2016 10:20 ET (15:20 GMT)
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