Transocean begins one-month tender for $1 billion of three note series

By Susanna Moon

Chicago, July 5 – Transocean Ltd. said wholly owned subsidiary Transocean Inc. began cash tender offers to purchase up to $1 billion principal amount of three series of notes.

The total payment for each $1,000 principal amount of notes tendered by 5 p.m. ET on July 18, the early tender date, is as follows, with the notes listed in order of priority acceptance level:

• $887,164,000 of outstanding 6½% senior notes due 2020 with a total purchase price of $945;

• $1,105,170,000 of outstanding 6 3/8% senior notes due 2021 with a total purchase price of $900 and a current coupon of 8 1/8%; and

• $696.5 million of outstanding 3.8% senior notes due 2022 with a total purchase price of $760, a current coupon of 5.05% that is expected to rise to 5.55% on Oct. 15 and a tender subcap of $200 million.

The total amount includes an early tender premium of $30 per $1,000 principal amount.

Holders who tender after the early deadline will receive the total payment less the early premium.

The tender offers will remain open until 11:59 p.m. ET on Aug. 1.

The company also will pay accrued interest to but excluding the settlement date.

Tendered notes may be withdrawn before the early deadline.

Transocean said it reserves the right to accept for purchase notes tendered before the early tender date at any point after the early settlement date, subject to priority levels and the tender cap. The early settlement date is expected to be within three business days after the early tender date.

The company said it may increase the maximum tender amount without extending withdrawal rights.

The offers are not contingent on any minimum amount of notes being tendered but do require the company to raise enough proceeds through one or more issues of debt to fund the offer.

Goldman Sachs & Co. (800 828-3182 or 212 902-6941) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) are the dealer managers. D.F. King & Co., Inc. (800 622-1649, 212 269-5550 or transocean@dfking.com) is the depositary and the information agent.

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

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