Transocean Files 8K - Entry Into Definitive Agreement
December 08 2016 - 05:04PM
Dow Jones News
Transocean Ltd. (RIG) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on
December 08, 2016.
On December 8, 2016, in connection with the closing of the
previously-announced offering by Transocean Proteus Limited (the
"Issuer"), a wholly-owned indirect subsidiary of Transocean Ltd.,
of U.S. $625 million in aggregate principal amount of 6.25% senior
secured notes due 2024 (the "Notes"), the Issuer entered into an
indenture (the "Indenture") with Transocean Ltd., Transocean Inc.
and Triton Capital I GmbH (collectively, the "Guarantors") and
Wells Fargo Bank, National Association, as trustee (the
"Trustee").
The Notes are secured by a lien on the Deepwater Proteus and
certain other assets related to the rig. The Notes are fully and
unconditionally guaranteed, jointly and severally, by the
Guarantors on a senior 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, (i) limit the
activities of the Issuer, the collateral rig owner and the
collateral rig operator, (ii) limit the ability of Transocean Inc.
and its subsidiaries to incur liens and engage in certain sale and
lease-back transactions, (iii) limit the ability of Transocean
Inc.'s subsidiaries to incur indebtedness, and (iv) limit the
ability of the Issuer and the Guarantors to 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/1451505/000145150516000266/rig-20161208x8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150516000266/0001451505-16-000266-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
December 08, 2016 16:49 ET (21:49 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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