Transocean Ltd. (RIG) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on May
20, 2015.
The Plaintiff Steering Committee Settlement
On May 20, 2015, Transocean Ltd., by and through certain of its
wholly-owned indirect affiliates (together, the "Company") entered
into a Term Sheet Agreement for a Transocean and PSC/DHEPDS
Settlement (the "PSC Settlement Term Sheet") by and among the
Company; the Plaintiffs Steering Committee in MDL 2179, on behalf
of members of a putative new class of plaintiffs; and DHEPDS Class
Counsel, on behalf of the DHEPDS Class as a juridical entity
(together with the Plaintiffs Steering Committee, the "PSC") to
settle various disputes arising from the April 20, 2010 Macondo
well incident in the Gulf of Mexico (the "Macondo Litigation"). The
PSC Settlement Term Sheet is subject to, among other things, the
execution of a final settlement agreement and approval by the
United States District Court for the Eastern District of Louisiana
(the "Court").
The PSC Settlement Term Sheet generally provides that:
* Transocean will pay two classes of plaintiffs (as further
described below) represented by the PSC an aggregate settlement
amount of approximately $212 million, plus attorneys fees to be
determined by the Court, to settle substantially all remaining
claims against the Company brought by the PSC or assigned to the
Company by BP arising through the Macondo Litigation;
* The first class of plaintiffs will be comprised of private
plaintiffs and local governments that could potentially assert
punitive damages claims against the Company under maritime law;
* The second class comprises the private plaintiffs who
previously settled economic damages claims against BP and were
assigned certain claims BP had made against the Company; and
* The PSC settlement is subject to an agreed-upon level of
participation by the current claimants which, if not achieved, will
allow the Company to terminate the settlement agreement.
A court appointed special master will allocate the Company's
settlement payment between the two classes of plaintiffs.
The BP Settlement Agreement
Separately, on May 20, 2015, the Company entered into a
Confidential Settlement Agreement, Mutual Releases and Agreement to
Indemnify (the "BP Settlement Agreement") with BP Exploration &
Production, Inc. and certain of its affiliates (together, "BP") to
settle various disputes remaining between the parties from the
Macondo Litigation.
The BP Settlement Agreement generally provides that:
* BP will pay the Company a $125 million contribution toward the
Company's legal fees incurred through the Macondo Litigation (the
"Contribution");
* BP will indemnify the Company for compensatory damages,
including natural resource damages;
* The Company will indemnify BP for personal and bodily injury
claims of Company employees and any future cleanup or removal of
pollutants stored on the Deepwater Horizon;
* BP will discontinue attempts to recover as an "additional
insured" under the Company's liability insurance policies;
* BP and the Company will cooperate fully and truthfully in the
defense of any and all claims arising from the Macondo
Litigation;
* BP and the Company will mutually release and withdraw all
complaints, claims, or notices each has against the other arising
from the Macondo Litigation and accept as binding the present and
future rulings of the magistrate judge with respect to personal
injury settlements and insurance reimbursement arising from the
Macondo Litigation; and
* BP and the Company will not make statements that the other
party was grossly negligent, reckless, or engaged in willful
misconduct.
BP must pay the Contribution to the Company within 45 days of
the effective date of the BP Settlement Agreement.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150515000096/a2015macondosettlementcover.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150515000096/0001451505-15-000096-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.
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