Transocean Ltd. Announces Early Results of Cash Tender Offers
July 19 2016 - 6:32AM
ZUG, SWITZERLAND-July 19, 2016-Transocean Ltd.
(NYSE: RIG) announces the early results of its previously announced
cash tender offers (the "Tender Offers") by Transocean Inc., its
wholly-owned subsidiary (collectively with Transocean Ltd.,
"Transocean"), to purchase up to U.S. $1.0 billion aggregate
principal amount of the following series of notes issued by
Transocean Inc.:
- 6.500% Senior Notes due 2020 (the "2020
Notes");
- 6.375% Senior Notes due 2021 (the "2021 Notes");
and
- 3.800% Senior Notes due 2022 (the "2022 Notes"
and, together with the 2020 Notes and the 2021 Notes, the
"Notes").
According to information received from D.F. King & Co., Inc.
("D.F. King"), the Depositary and Information Agent for the Tender
Offers, as of 5:00 p.m., New York City time, on July 18, 2016 (that
date and time, the "Early Tender Date"), Transocean Inc. had
received valid tenders from holders of the Notes as outlined in the
table below.
Dollars per U.S.
$1,000 Principal Amount of Notes
Title of Notes |
Current
Coupon(1) |
CUSIP
Number |
Aggregate Principal Amount Outstanding
(U.S.$) |
Principal Amount Tendered
(U.S.$) |
Tender Cap
(U.S.$) |
Tender Offer Consideration
(U.S.$) |
Early Tender Payment
(U.S.$) |
Total
Consideration(2)
(U.S.$) |
6.500% Senior Notes due 2020 |
6.500% |
893830AY5 |
$887,164,000 |
$343,964,000 |
N/A |
$915.00 |
$30 |
$945.00 |
6.375% Senior
Notes due 2021 |
8.125% |
893830BB4 |
$1,105,170,000 |
$464,203,000 |
N/A |
$870.00 |
$30 |
$900.00 |
3.800% Senior Notes due 2022 |
5.050%(3) |
893830BC2 |
$696,500,000 |
$135,261,000 |
$200,000,000 |
$730.00 |
$30 |
$760.00 |
(1) As of the date
hereof.
(2) Includes the Early Tender
Payment.
(3) The coupon on the 3.800%
Senior Notes due 2022 is expected to increase to 5.550% on October
15, 2016.
Transocean Inc. will accept for purchase in full all Notes validly
tendered (and not validly withdrawn) in the Tender Offers on or
before the Early Tender Date, subject to all conditions to the
Tender Offers having been either satisfied or waived by Transocean
Inc. The Notes will be purchased on the "Early Settlement Date,"
which is currently expected to occur on July 21, 2016, subject to
all conditions to the Tender Offers having been either satisfied or
waived by Transocean Inc.
Payments for Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the applicable Settlement Date (as such term is defined
in the Offer to Purchase).
The Tender Offers are being made pursuant to the terms and
conditions described in its Offer to Purchase, dated July 5, 2016
(the "Offer Document").
Subject to the terms and conditions of the Tender Offers, the
consideration for each U.S. $1,000 principal amount of Notes
validly tendered (and not validly withdrawn) and accepted for
purchase pursuant to the Tender Offers will be the tender offer
consideration for such series of Notes set forth in the Offer
Document (with respect to each series of Notes, the "Tender Offer
Consideration"). Holders of Notes that were validly tendered (and
not validly withdrawn) at or prior to the Early Tender Date and
accepted for purchase pursuant to the Tender Offers will receive
the applicable Total Consideration (as defined below) for such
series, which includes the early tender premium for such series of
Notes set forth in the Offer Document (with respect to each series
of Notes, the "Early Tender Premium" and, together with the
applicable Tender Offer Consideration, the "Total
Consideration").
The Tender Offers will expire at 11:59 p.m., New York City time on
August 1, 2016, unless extended or earlier terminated by Transocean
Inc. (the "Expiration Date"). No tenders submitted after the
Expiration Date will be valid. The settlement date, if necessary,
for Notes validly tendered after the Early Tender Date and on or
before the Expiration Date and which are accepted for purchase (the
"Final Settlement Date") is expected to occur on the first business
day following the Expiration Date. Since the Withdrawal Deadline
(as defined in the Offer to Purchase) has passed, Notes tendered
after the Early Tender Date may not be withdrawn, subject to
applicable law.
The Tender Offers are subject to the conditions described in the
Offer Document. However, the financing condition described in the
Offer Document (the "Financing Condition") is expected to be
satisfied on July 21, 2016, upon the closing of Transocean Inc.'s
previously announced offering of senior notes in an aggregate
principal amount of U.S. $1.25 billion. Full details of the terms
and conditions of the Tender Offers are set forth in the Offer
Document, which are available from D.F. King. Transocean Inc. may
amend, extend or terminate the Tender Offers at any time.
Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are the
dealer managers in the Tender Offers. D.F. King & Co.,
Inc. has been retained to serve as both the depositary and the
information agent for the Tender Offers. Questions regarding the
Tender Offers should be directed to Goldman, Sachs & Co. at
(toll-free) (800) 828-3182 or (collect) (212) 902-6941, Morgan
Stanley & Co. LLC at (toll-free) (800) 624-1808 or (collect)
(212) 761-1057. Requests for copies of the Offer to Purchase and
other related materials should be directed to D.F. King & Co.,
Inc. at (email) transocean@dfking.com, (toll-free) (800) 622-1649
or (collect) (212) 269-5550.
None of Transocean Ltd., Transocean Inc., their respective boards
of directors, the dealer managers, the depositary or the
information agent, the trustees with respect to the Notes or any of
Transocean Inc.'s or their respective affiliates, makes any
recommendation as to whether holders of the Notes should tender any
Notes in response to the Tender Offers. The Tender Offers are made
only by the Offer to Purchase. The Tender Offers are not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the Tender Offers are required to be made by a licensed
broker or dealer, the Tender Offers will be deemed to be made on
behalf of Transocean by the dealer managers, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction. This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any of Transocean
Inc.'s previously announced U.S. $1.25 billion in aggregate
principal amount of senior unsecured notes in any
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
deepwater and harsh environment drilling services, and believes
that it operates one of the most versatile offshore drilling fleets
in the world.
Transocean owns or has partial ownership interests in, and operates
a fleet of, 60 mobile offshore drilling units consisting of 29
ultra-deepwater floaters, seven harsh-environment floaters, four
deepwater floaters, 10 midwater floaters, and 10 high-specification
jackups. In addition, the company has five ultra-deepwater
drillships and five high-specification jackups under construction
or under contract to be constructed.
For more information about Transocean, please visit:
www.deepwater.com.
Forward Looking Statements
This news release contains certain forward-looking information and
forward-looking statements as defined in applicable securities laws
(collectively referred to as "forward-looking statements").
Forward-looking statements include: statements regarding the terms
and timing for completion of the Tender Offers, including the
acceptance for purchase of any Notes validly tendered and the
expected Expiration Date and Settlement Dates thereof; and the
satisfaction or waiver of certain conditions of the Tender Offers,
including the Financing Condition.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performance or achievements of Transocean Ltd. to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Factors that may cause actual results to vary include,
but are not limited to, conditions in financial markets, investor
response to Transocean Inc.'s Tender 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.
Readers are cautioned against unduly relying on forward-looking
statements. Forward-looking statements are made as of the date of
the relevant document and, except as required by law, Transocean
undertakes no obligation to update publicly or otherwise revise any
forward-looking statements, whether as a result of new information
or future events or otherwise.
Analyst Contacts:
Bradley
Alexander
+1 713-232-7515
Diane Vento
+1 713-232-8015
Media Contact:
Pam Easton
+1 713-232-7647
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Transocean Ltd via Globenewswire
HUG#2029370
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