Transocean Files 8K - Entry Into Definitive Agreement
July 22 2016 - 8:56AM
Dow Jones News
Transocean Ltd. (RIG) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on July
22, 2016.
On July 21, 2016, in connection with the closing of the
previously-announced offering by Transocean Inc., a wholly-owned
subsidiary of Transocean Ltd., of U.S. $1.25 billion in aggregate
principal amount of 9.00% Senior Notes due 2023 (the "Notes"),
Transocean Inc. entered into an indenture (the "Indenture") with
Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings
2 Limited and Transocean Holdings 3 Limited (collectively, the
"Guarantors") and Wells Fargo Bank, National Association, as
trustee (the "Trustee"). The Notes are fully and unconditionally
guaranteed, jointly and severally, by the Guarantors on a senior
unsecured basis (the "Guarantees"). The Notes have not been
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under any state securities laws, and were
offered only to qualified institutional buyers under Rule 144A
under the Securities Act and outside the Unites States in
compliance with Regulation S under the Securities Act.
The terms of the Notes are governed by the Indenture, which
contains covenants that, among other things, limit Transocean
Inc.'s ability to allow its subsidiaries to incur certain
additional indebtedness, incur certain liens on its drilling rigs
or drillships without equally and ratably securing the Notes,
engage in certain sale and lease-back transactions covering any of
its drilling rigs or drillships and consolidate, merge or enter
into a scheme of arrangement qualifying as an amalgamation. The
Indenture also contains customary events of default. Indebtedness
under the Notes may be accelerated in certain circumstances upon an
event of default as set forth in the Indenture.
The description above does not purport to be complete and is
qualified in its entirety by the Indenture filed herewith as
Exhibit 4.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150516000216/rig-20160722x8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150516000216/0001451505-16-000216-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 22, 2016 08:41 ET (12:41 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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