Transocean Ltd. (RIG) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on
August 01, 2016.
On July 31, 2016, Transocean Ltd., a Swiss corporation
("Transocean"), Transocean Partners Holdings Ltd., 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"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Under the terms of the Merger
Agreement, Transocean will acquire Transocean Partners in a
transaction in which Merger Sub will merge with and into Transocean
Partners, with Transocean Partners as the surviving entity,
resulting in Transocean Holdings holding all of the common units of
Transocean Partners (the "Merger"). The Merger Agreement has been
approved by the conflicts committee of Transocean Partners, the
boards of directors of each of Transocean Holdings, Merger Sub and
Transocean Partners and a special committee of the board of
directors of Transocean. The conflicts committee of Transocean
Partners and the board of directors of Transocean Partners have
both recommended that the members of Transocean Partners approve
the Merger Agreement and the Merger.
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) will be converted into the right to
receive 1.1427 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 will generally, immediately prior
to the effective time, become 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 will be 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 will be 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 will be
issued (subject to applicable tax withholding) a corresponding
number of Transocean Partners common units. Such Transocean
Partners common units will be treated at the effective time the
same as, and have the same rights and be subject to the same
conditions as, the other outstanding common units described
above.
Notwithstanding the above, Transocean Partners will take all
necessary actions to provide that certain awards of Transocean
Partners phantom units that remain outstanding immediately prior to
the effective time will cease to represent a right to acquire
Transocean Partners common units, and Transocean will assume such
phantom unit awards which will, as of the effective time, represent
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, no holder of
an award of Transocean Partners phantom units that was assumed by
Transocean will have any right to receive Transocean Partners
common units in respect of such phantom unit award or any right to
receive the merger consideration.
Pursuant to the Merger Agreement, the parties have agreed to
coordinate the timing of the closing of the Merger to facilitate
the payment of the regular quarterly distribution on the Transocean
Partners common units for the quarter ending September 30, 2016. As
soon as practicable after September 30, 2016, Transocean Partners'
board of directors will determine and declare the regular quarterly
distribution for the third quarter of 2016 in accordance with its
limited liability company agreement and the Merger Agreement;
provided, however, that such distribution will not be less than
$0.3625 per common unit without the separate determination and
approval of the conflicts committee of the board of directors of
Transocean Partners. Transocean Partners unitholders will be
entitled to receive any distribution with a record date occurring
prior to the closing of the Merger with respect to such units in
accordance with the terms of Transocean Partners' limited liability
company agreement and the Merger Agreement and which remains unpaid
as of the closing of the Merger. Such distributions by Transocean
Partners are not part of the merger consideration and will be paid
by Transocean Partners on the payment date set therefor to such
holders of Transocean Partners common units.
Completion of the Merger is subject to customary conditions,
including: (1) approval of the Merger Agreement by a Unit Majority
(as defined in the limited liability company agreement of
Transocean Partners); (2) the effectiveness of a registration
statement on Form S-4 that will be filed by Transocean for the
issuance of its shares in connection with the Merger; and (3) the
approval of the listing of those shares on the New York Stock
Exchange. As Transocean has already committed in the Merger
Agreement to voting its approximately 21.3 million common units in
favor of the Merger, a vote in favor of the Merger by approximately
9.9 million (or approximately 50.1%) of the approximately 19.7
million common units not held by Transocean will be required to
approve the Merger. Transocean Holdings has already approved the
Merger and the Merger Agreement in its capacity as the Transocean
Member (as defined in the Second Amended and Restated Limited
Liability Company Agreement of Transocean Partners dated as of July
29, 2014) of Transocean Partners, and in its capacity as the holder
of all the subordinated units of Transocean Partners.
Transocean, Transocean Holdings, Merger Sub and Transocean
Partners have made customary representations, warranties and
covenants in the Merger Agreement. In addition, Transocean Partners
has covenanted (1) to conduct its business in the ordinary course;
(2) to hold a meeting of the holders of its common units to
consider approval of the Merger, the Merger Agreement and the
transactions contemplated by the Merger Agreement; (3) subject to
certain exceptions, for each of its board of directors and the
Transocean Partners conflicts committee not to change its
respective recommendation with respect to the Merger Agreement and
the Merger; (4) not to solicit proposals relating to alternative
business combination transactions; and (5) subject to certain
exceptions, not to enter into discussions concerning or provide
confidential information in connection with alternative business
combination transactions.
The Merger Agreement contains provisions granting both
Transocean and Transocean Partners rights to terminate the Merger
Agreement under specified conditions, including (1) if the Merger
is not completed by January 31, 2017; (2) if there is a failure at
the Transocean Partners common unitholder meeting to approve the
Merger and the Merger Agreement; or (3) if a governmental order has
been issued prohibiting the Merger.
The Merger Agreement contains provisions granting Transocean
Partners the right to terminate the Merger Agreement under
specified conditions, including (1) in order for Transocean
Partners to enter into a Superior Proposal (as defined in the
Merger Agreement) if certain conditions are met or
(2) if Transocean, Transocean Holdings or Merger Sub has
materially breached a representation, warranty or covenant, such
breach is not curable, or if curable, is not cured within 30 days
after notice, and Transocean Partners has not so breached any of
its representations, warranties or covenants.
The Merger Agreement contains provisions granting Transocean the
right to terminate the Merger Agreement under specified conditions,
including (1) if Transocean Partners' conflicts committee changes
its recommendation, or (2) if Transocean Partners has materially
breached a representation, warranty or covenant, such breach is not
curable, or if curable, is not cured within 30 days after notice,
and none of Transocean, Transocean Holdings or Merger Sub has so
breached any of its representations, warranties or covenants.
...This item was truncated.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000155837016007020/rig-20160731x8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000155837016007020/0001558370-16-007020-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
August 01, 2016 09:36 ET (13:36 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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