2023-01-17 | NYSE:RIG | press release
STEINHAUSEN, Switzerland, Jan. 17, 2023 (GLOBE NEWSWIRE) — Transocean Ltd. (NYSE: RIG) announced today that Transocean Inc., its wholly owned subsidiary, has priced its previously announced offering of senior secured notes due 2030 (the “Notes”) to eligible purchasers for aggregate principal amount of $1.175 billion Rule 144A/Regulation S. The Notes are fully and unconditionally guaranteed by Transocean Ltd on a senior unsecured basis. In addition, the Notes will be secured on a senior guaranteed basis by certain affiliates of Transocean Inc., who are the existing (i) 7.75% senior secured notes due 2024 issued by Transocean Phoenix 2 Limited (the “Thalassa Notes”) , (ii) 5.875% Senior Secured Notes due 2024 Guarantee issued by Transocean Guardian Limited (the “Guardian Notes”), (iii) 6.25% Senior Secured Notes due 2024 issued by Transocean Proteus Limited (the “Proteus Notes&CloseCurlyDouble Quote;) and (iv) 6.125% Senior Secured Notes due 2025 issued by Transocean Pontus Limited (the “Pontus Notes” and together the “Existing Secured Notes”), in each case up to a secured guarantee cap equal to the principal amount thereof Notes to be refinanced (together with any applicable premium, fee expenses) (the “Secured Limited Guarantee Cap”). Accordingly, the subsidiaries of Transocean Inc.’ that guarantee the Thalassa Notes, the Guardian Notes, the Proteus Notes and the Pontus Notes are subject to a secured cap on the Notes of $247 million, $320 million, $256 million and US$352 million.
The Notes are also secured by a lien Deepwater Thalassa, Deepwater Proteus, Transocean Enabler, Transocean Encouragement and Deepwater Pontus (the “Collateral Rigs”) and certain other assets related to the Collateral Rigs up to the applicable cap of the Secured Limited Guarantee.
On January 17, 2023, each of the issuers of the Existing Secured Notes exercised its right to optionally redeem all of its applicable Series of the Existing Secured Notes at the applicable redemption price for such Series, subject to the condition and consummation of the Offering. It is currently expected that the redemptions will be completed on 16 February 2023, assuming the conditions to do so are met by that date. This press release does not constitute a redemption notice under the optional redemption provisions of the agreements governing the existing Secured Notes.
The Notes bear interest at 8.75% per annum. The offering is expected to close on or about January 31, 2023, subject to customary closing conditions and other factors. All net proceeds from the Offering will be used to fund the repayment of all outstanding existing Secured Notes, subject to the satisfaction of the foregoing conditions. Transocean Inc. will remit a portion of the net proceeds of the Offering, together with cash to the extent necessary to effect such redemptions, to each relevant subsidiary issuer of the relevant series of existing Secured Notes, and each such issuer will use the proceeds to effect such redemption , subject to the fulfillment of the conditions precedent thereto.
The debentures and warranties (collectively, the “Securities”) have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or any other state securities laws, and may not be offered or offered in the United States States are sold except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws. The Securities may not be offered to the public in Switzerland, either directly or indirectly within the meaning of the Swiss Financial Services Act (the “FinSA”), and no application has been or will be made to admit the Securities to trading on a trading venue (stock exchange or multilateral trading system). ) in Switzerland. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States and does not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer or sale would be unlawful and does not constitute a prospectus within the meaning of FinSA. There may be no sale of the Securities in any jurisdiction where such an offer, solicitation or sale prior to registration or qualification under the securities laws of that jurisdiction would be unlawful.
About Transocean
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. Transocean specializes in technically demanding sectors of the global offshore drilling business with a particular focus on deepwater and harsh environment drilling services and operates the world’s highest specification floating offshore drilling fleet.
Transocean owns or partially owns interests in and operates a fleet of 38 mobile offshore drilling units consisting of 28 ultra-deepwater floaters and 10 harsh environment floaters. In addition, Transocean is building an ultra-deepwater drillship and has a partial interest in a company building another ultra-deepwater drillship.
Forward-Looking Statements
The statements described herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may contain words such as “may,” “intend,” “will,” “if,” “expect,” or other similar expressions. Forward-looking statements are based on management’s current expectations and assumptions and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include, among other things, risks related to the completion of the offering of the Notes, conditions in financial markets, investor reaction to the offering of the Notes and the guarantees of the Notes , and other factors, including these and other risks discussed in the Company’s most recent reports Annual report on Form 10-K for the year ended December 31, 2021, and the Company’s other filings with the SEC, which are available free of charge at the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements. All of the following written and oral forward-looking statements, whether attributable to the Company or persons acting on our behalf, are expressly qualified in their entirety by the discussion of these risks and uncertainties. You should not place undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date of that statement, and we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances that occur or become known to us after the date of this release, except as required by law something else is required.
Analyst contact:
Alison Johnson
+1 713-232-7214
Media contact:
Pam Easton
+1 713-232-7647