Transocean Ltd. (RIG) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on May 20, 2015.

The Plaintiff Steering Committee Settlement

On May 20, 2015, Transocean Ltd., by and through certain of its wholly-owned indirect affiliates (together, the "Company") entered into a Term Sheet Agreement for a Transocean and PSC/DHEPDS Settlement (the "PSC Settlement Term Sheet") by and among the Company; the Plaintiffs Steering Committee in MDL 2179, on behalf of members of a putative new class of plaintiffs; and DHEPDS Class Counsel, on behalf of the DHEPDS Class as a juridical entity (together with the Plaintiffs Steering Committee, the "PSC") to settle various disputes arising from the April 20, 2010 Macondo well incident in the Gulf of Mexico (the "Macondo Litigation"). The PSC Settlement Term Sheet is subject to, among other things, the execution of a final settlement agreement and approval by the United States District Court for the Eastern District of Louisiana (the "Court").

The PSC Settlement Term Sheet generally provides that:

* Transocean will pay two classes of plaintiffs (as further described below) represented by the PSC an aggregate settlement amount of approximately $212 million, plus attorneys fees to be determined by the Court, to settle substantially all remaining claims against the Company brought by the PSC or assigned to the Company by BP arising through the Macondo Litigation;

* The first class of plaintiffs will be comprised of private plaintiffs and local governments that could potentially assert punitive damages claims against the Company under maritime law;

* The second class comprises the private plaintiffs who previously settled economic damages claims against BP and were assigned certain claims BP had made against the Company; and

* The PSC settlement is subject to an agreed-upon level of participation by the current claimants which, if not achieved, will allow the Company to terminate the settlement agreement.

A court appointed special master will allocate the Company's settlement payment between the two classes of plaintiffs.

The BP Settlement Agreement

Separately, on May 20, 2015, the Company entered into a Confidential Settlement Agreement, Mutual Releases and Agreement to Indemnify (the "BP Settlement Agreement") with BP Exploration & Production, Inc. and certain of its affiliates (together, "BP") to settle various disputes remaining between the parties from the Macondo Litigation.

The BP Settlement Agreement generally provides that:

* BP will pay the Company a $125 million contribution toward the Company's legal fees incurred through the Macondo Litigation (the "Contribution");

* BP will indemnify the Company for compensatory damages, including natural resource damages;

* The Company will indemnify BP for personal and bodily injury claims of Company employees and any future cleanup or removal of pollutants stored on the Deepwater Horizon;

* BP will discontinue attempts to recover as an "additional insured" under the Company's liability insurance policies;

* BP and the Company will cooperate fully and truthfully in the defense of any and all claims arising from the Macondo Litigation;

* BP and the Company will mutually release and withdraw all complaints, claims, or notices each has against the other arising from the Macondo Litigation and accept as binding the present and future rulings of the magistrate judge with respect to personal injury settlements and insurance reimbursement arising from the Macondo Litigation; and

* BP and the Company will not make statements that the other party was grossly negligent, reckless, or engaged in willful misconduct.

BP must pay the Contribution to the Company within 45 days of the effective date of the BP Settlement Agreement.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1451505/000145150515000096/a2015macondosettlementcover.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1451505/000145150515000096/0001451505-15-000096-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.

 
 

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