RIG Transocean Ltd

Transocean Ltd. (RIG) filed a Form 8K - Regulation FD Disclosure - with the U.S Securities and Exchange Commission on July 05, 2016.

On July 5, 2016, Transocean Ltd. announced that Transocean Inc., its wholly-owned subsidiary, commenced an offering (the "Offering") of US$1.5 billion aggregate principal amount of senior unsecured notes due 2023 to eligible purchasers under Rule 144A/Regulation S of the Securities Act of 1933, as amended. The notes will be guaranteed by Transocean Ltd. and certain of Transocean Inc.'s subsidiaries.

Simultaneously with the Offering, Transocean Inc. is conducting a tender offer (the "Tender Offer") to purchase for cash US$1 billion principal amount of its 6.500% Senior Notes due 2020, 6.375% Senior Notes due 2021 and 3.800% Senior Notes due 2022 (the "Existing Notes"), subject to the terms and conditions specified in the related offer to purchase (the "Offer to Purchase"). The Tender Offer will expire at 11:59 P.M., New York City time, on August 1, 2016, subject to any extension.

The Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including, among others, Transocean Inc. having raised net proceeds through the Offering or other issuances of debt in the public or private capital markets, on reasonably satisfactory terms, sufficient to purchase all of the Existing Notes validly tendered (and not validly withdrawn) and accepted for purchase in the Tender Offer and to pay accrued interest and all fees and expenses in connection with the Tender Offer. The Offering is not conditioned upon the consummation of the Tender Offer.

Transocean Inc. intends to use US$1 billion of the proceeds from the Offering to repurchase the Existing Notes, as described in the Offer to Purchase. The remaining proceeds of Offering not applied to the Tender Offer are intended to be used to refinance existing indebtedness and for general corporate purposes.

A copy of the press releases announcing the Offering and the Tender Offer are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Since March 31, 2016, Transocean Ltd. or one or more of its subsidiaries has repurchased in the open market an aggregate principal amount of US$228 million of Transocean Inc.'s debt securities for an aggregate cash payment of US$189 million. As a result of the repurchases, the aggregate principal amounts of the following Transocean Inc. notes has been retired: US$36 million of the 5.05% Senior Notes due 2016, US$38 million of the 2.5% Senior Notes due 2017, US$20 million of the 6.0% Senior Notes due 2018, US$26 million of the 7.375% Senior Notes due 2018, US$13 million of the 6.5% Senior Notes due 2020, US$44 million of the 6.375% Senior Notes due 2021, US$38 million of the 3.8% Senior Notes due 2022, US$8 million of the 7.45% Senior Notes due 2027 and US$5 million of the 7.5% Senior Notes due 2031.

The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.1, is being "furnished" pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Transocean Ltd. filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1451505/000155837016006560/rig-20160705x8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1451505/000155837016006560/0001558370-16-006560-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

July 05, 2016 08:01 ET (12:01 GMT)

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