Transocean amends, extends exchange offer, ends consent solicitations

Chicago, Aug. 24 – Transocean Ltd. said wholly owned subsidiary Transocean Inc. announced early results, extended the early tender time and amended its exchange offers and also terminated the concurrent consent solicitations, according to a press release.

The previously announced exchange offers apply to 11 series of existing notes for up to $750 million of new 2027 guaranteed notes.

Early results

As of 5 p.m. ET on Aug. 21, $1.13 billion principal amount of existing notes had been tendered or committed to be tendered.

According to D.F. King & Co., Inc., as of the early tender time $780.4 million of old notes had been tendered.

Support agreements representing $350 million total principal of existing notes had also been entered into where noteholders had agreed to exchange for new notes.

Due to proration, certain committed notes will not be accepted for purchase in the offers. Transocean has separately agreed to exchange an additional $32 million of new notes on the same terms and conditions as the tender offer from the committed notes.

Currently, $518 million of new 2027 notes will be issued upon the closing of the exchange offers for the $1.13 billion of notes.

Amendments

Transocean has amended the offers.

With respect to the 6 3/8% senior notes due 2021 and the 3.8% senior notes due 2022, the exchange is changed to 11½% senior guaranteed notes due 2027 from 10% senior guaranteed notes due 2025.

Certain of the offers are amended to increase the consideration payable with respect to the exchange (see below).

Exchange offers

The company is offering to exchange the following notes listed in order of acceptance priority:

• $184 million of 6 3/8% senior notes due 2021 (Cusip: 893830BB4) for a total consideration of $825 of new 11½% senior notes due 2027 (previously 10% notes due 2025) per $1,000 principal amount of existing notes;

• $182 million of 3.8% senior notes due 2022 (Cusip: 893830BC2) for a total consideration of $730 (previously $625) of new 11½% senior notes due 2027 (previously 10% notes due 2025) per $1,000 principal amount;

• $750 million of 7¼% senior notes due 2025 (Cusip: 893830BK4) for a total consideration of $475 (previously $425) of new 11½% senior notes due 2027 per $1,000 principal amount;

• $750 million of 7½% senior notes due 2026 (Cusip: 893830BF5) for a total consideration of $465 (previously $425) of new 11½% senior notes due 2027 per $1,000 principal amount;

• $750 million of 8% senior notes due 2027 (Cusip: 893830BL2) for a total consideration of $455 (previously) $425 of new 11½% senior notes due 2027 per $1,000 principal amount;

• $57 million of 8% debentures due 2027 (Cusip: 893817AB2) for a total consideration of $375 of new 11½% senior notes due 2027 per $1,000 principal amount;

• $88 million of 7.45% notes due 2028 (Cusip: 379352AA4) for a total consideration of $405 (previously $375) of new 11½% senior notes due 2027 per $1,000 principal amount;

• $300 million of 7% notes due 2028 (Cusip: 379352AL1) issued by Global Marine Inc. for a total consideration of $375 of new 11½% senior notes due 2027 per $1,000 principal amount;

• $588 million of 7½% notes due 2031 (Cusip: 893830AF6) for a total consideration of $395 (previously $375) of new 11½% senior notes due 2027 per $1,000 principal amount;

• $1 billion of 6.8% senior notes due 2038 (Cusip: 893830AT6) for a total consideration of $375 of new 11½% senior notes due 2027 per $1,000 principal amount; and

• $300 million of 7.35% senior notes due 2041 (Cusip: 893830AZ2) for a total consideration of $395 (previously $375) of new 11½% senior notes due 2027 per $1,000 principal amount.

In each case, the consideration includes an early exchange premium of $50 of new notes that will be paid only to holders who tender their notes for exchange by the early deadline, 11:59 p.m. ET on Sept. 4, extended from 5 p.m. ET on Aug. 21. The revised early deadline is also the final expiration time.

The withdrawal deadline for all of the series of notes except the 2021 notes and the 2022 notes was 5 p.m. ET on Aug. 21. The withdrawal deadline for the 2021 notes and the 2022 notes has been extended with the early tender deadline.

The terms of the new 2027 senior guaranteed notes have been amended to include more restrictive covenants, including limiting the ability of the company and its subsidiaries to transfer drilling rigs and drillships to entities that are initial subsidiary guarantors of the new 2027 notes, reducing the amount of debt that can be incurred by the subsidiary guarantors and limiting the ability of Transocean to secure structurally subordinated or pari passu debt of subsidiaries.

Concurrent with the exchange offers, Transocean was also soliciting consents from holders of each series of existing notes. The consent solicitations have been terminated.

D.F. King & Co., Inc. (212 269-5550, 800 967-5051 or transocean@dfking.com) is the exchange agent and information agent.

Transocean is an offshore oil and drilling contractor based in Zug, Switzerland.

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