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$Transocean(RIG.US$ Press Release: Transocean Ltd. Announces Pricing of Upsized Private Offering of Senior Notes Due 2029 and Senior Notes Due 2031
Dow Jones· 28 mins ago
Transocean Ltd. Announces Pricing of Upsized Private Offering of Senior Notes Due 2029 and Senior Notes Due 2031
STEINHAUSEN, Switzerland, April 11, 2024 (GLOBE NEWSWIRE) -- Transocean Ltd. (NYSE: RIG) announced today that Transocean Inc., its wholly-owned subsidiary (the "Company" and, together with Transocean Ltd., "Transocean"), has priced its previously announced private offering, upsized to $1,800,000,000 in aggregate principal amount, of $900,000,000 aggregate principal amount of Senior Notes due 2029 (the "2029 Notes") and $900,000,000 aggregate principal amount of Senior Notes due 2031 (the "2031 Notes" and together with the 2029 Notes, the "Notes") to eligible purchasers pursuant to Rule 144A/Regulation S. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Transocean Ltd. and certain of the Company's subsidiaries.
The 2029 Notes will bear interest at the rate of 8.250% per annum, and the 2031 Notes will bear interest at the rate of 8.500% per annum. The offering is expected to close on or about April 18, 2024, subject to customary closing conditions. The Company intends to use a portion of the net proceeds from the offering to fund the offer to purchase for cash (collectively, the "Tender Offers" and each, a "Tender Offer") any and all of the Company's outstanding 11.50% Senior Guaranteed Notes due 2027 (the "2027 Super Priority Guaranteed Notes") and 7.25% Senior Notes due 2025 (the "2025 Priority Guaranteed Notes," collectively with the 2027 Super Priority Guaranteed Notes, the "Tender Notes") and to pay any related premiums and expenses or to redeem any Tender Notes not purchased in the Tender Offers. The Company intends to use the remaining net proceeds from the offering for the redemption of other priority guaranteed notes.
Contemporaneously with the offering of the Notes and the Tender Offers, the Company has issued a conditional notice of redemption pursuant to the indenture governing the 2025 Priority Guaranteed Notes to redeem all of the 2025 Priority Guaranteed Notes that remain outstanding following the consummation of the Tender Offers (the "2025 Priority Guaranteed Notes Redemption"). The 2025 Priority Guaranteed Notes Redemption is scheduled to occur on April 23, 2024, subject to the completion of the offering. The redemption price for the 2025 Priority Guaranteed Notes will be equal to 100.00% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the date of redemption.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States 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 Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (the "FinSA") and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the Notes in the United States, shall not constitute an offer, solicitation, or sale of any securities in any jurisdiction where such offering or sale would be unlawful and does not constitute a prospectus pursuant to the FinSA. There shall not be any sale of the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This press release does not constitute a notice of redemption under the optional redemption provisions of the applicable indenture governing any series of notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Dow Jones· 28 mins ago
Transocean Ltd. Announces Pricing of Upsized Private Offering of Senior Notes Due 2029 and Senior Notes Due 2031
STEINHAUSEN, Switzerland, April 11, 2024 (GLOBE NEWSWIRE) -- Transocean Ltd. (NYSE: RIG) announced today that Transocean Inc., its wholly-owned subsidiary (the "Company" and, together with Transocean Ltd., "Transocean"), has priced its previously announced private offering, upsized to $1,800,000,000 in aggregate principal amount, of $900,000,000 aggregate principal amount of Senior Notes due 2029 (the "2029 Notes") and $900,000,000 aggregate principal amount of Senior Notes due 2031 (the "2031 Notes" and together with the 2029 Notes, the "Notes") to eligible purchasers pursuant to Rule 144A/Regulation S. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Transocean Ltd. and certain of the Company's subsidiaries.
The 2029 Notes will bear interest at the rate of 8.250% per annum, and the 2031 Notes will bear interest at the rate of 8.500% per annum. The offering is expected to close on or about April 18, 2024, subject to customary closing conditions. The Company intends to use a portion of the net proceeds from the offering to fund the offer to purchase for cash (collectively, the "Tender Offers" and each, a "Tender Offer") any and all of the Company's outstanding 11.50% Senior Guaranteed Notes due 2027 (the "2027 Super Priority Guaranteed Notes") and 7.25% Senior Notes due 2025 (the "2025 Priority Guaranteed Notes," collectively with the 2027 Super Priority Guaranteed Notes, the "Tender Notes") and to pay any related premiums and expenses or to redeem any Tender Notes not purchased in the Tender Offers. The Company intends to use the remaining net proceeds from the offering for the redemption of other priority guaranteed notes.
Contemporaneously with the offering of the Notes and the Tender Offers, the Company has issued a conditional notice of redemption pursuant to the indenture governing the 2025 Priority Guaranteed Notes to redeem all of the 2025 Priority Guaranteed Notes that remain outstanding following the consummation of the Tender Offers (the "2025 Priority Guaranteed Notes Redemption"). The 2025 Priority Guaranteed Notes Redemption is scheduled to occur on April 23, 2024, subject to the completion of the offering. The redemption price for the 2025 Priority Guaranteed Notes will be equal to 100.00% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the date of redemption.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States 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 Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (the "FinSA") and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the Notes in the United States, shall not constitute an offer, solicitation, or sale of any securities in any jurisdiction where such offering or sale would be unlawful and does not constitute a prospectus pursuant to the FinSA. There shall not be any sale of the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This press release does not constitute a notice of redemption under the optional redemption provisions of the applicable indenture governing any series of notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
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