Transocean Ltd. /
Transocean Announces Proposed Senior Notes Offering
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ZUG, SWITZERLAND--(Marketwire - November 30, 2011) - Transocean Ltd. (NYSE:RIG)
(SIX: RIGN) today announced the proposed public offering of senior notes of its
wholly-owned subsidiary, Transocean Inc. Transocean Ltd. expects to fully and
unconditionally guarantee the senior notes.
Transocean Inc. intends to use a portion of the net proceeds from the offering
to fund (after the application of the proceeds of Transocean Ltd.'s previously
announced equity offering) the expected repurchase of its 1.50% Series B
Convertible Senior Notes due December 2037 that holders of the Series B
Convertible Senior Notes may require it to repurchase in December 2011. In
addition, Transocean Inc. intends to use a portion of the net proceeds from the
offering to refinance all commercial paper notes outstanding under its
commercial paper program. Transocean Inc. plans to use the remainder, if any, of
such net proceeds for general corporate purposes in its operations, including
but not limited to capital expenditures, acquisitions or repayment or
refinancing of debt. Pending application of the net proceeds from the sale of
the senior notes, Transocean Inc. intends to invest such proceeds in cash or
On November 29, 2011, Transocean Ltd. priced an offering for 26,000,000 of its
shares and granted the underwriters in such offering a 30-day option to purchase
up to 3,900,000 additional shares to cover over-allotments, if any. The closing
of this offering of senior notes is not contingent upon the closing of
Transocean Ltd.'s offering of its shares.
Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Mitsubishi UFJ
Securities (USA), Inc., Wells Fargo Securities, LLC, Citigroup Global Markets
Inc. and J.P. Morgan Securities LLC are acting as joint book-running managers of
the underwriters in the offering.
The senior notes will be issued under a shelf registration statement filed by
Transocean Ltd. and Transocean Inc. with the Securities and Exchange Commission
on September 16, 2010, which became automatically effective.
This press release is neither an offer to sell nor a solicitation of an offer to
buy the securities described herein, nor shall there be any sale of these
securities in any jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The offering of these securities will be made
only by means of a prospectus and related prospectus supplement. The senior
notes may not be publicly offered, sold or advertised, directly or indirectly,
in Switzerland. When available, copies of the prospectus and related prospectus
supplement in respect of any of these securities may be obtained from Barclays
Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, New
York, NY 11717, via telephone at 1-888-603-5847, or by e-mailing:
Barclaysprospectus@broadridge.com, Credit Suisse Securities (USA) LLC, Eleven
Madison Avenue, New York, NY 10010, via telephone at 1-800-221-1037, and
Mitsubishi UFJ Securities (USA), Inc., 1633 Broadway 29th Floor, New York, NY
10019 or via telephone at 1-877-649-6848.
Statements included in this news release regarding purchases of the Series B
Convertible Senior Notes, Transocean Ltd.'s equity offering and the timing, use
of proceeds and other aspects of the proposed offering are forward-looking
statements that involve certain assumptions. These statements involve risks and
uncertainties including, but not limited to, market conditions, closing
conditions, actions by holders of the Series B Convertible Senior Notes,
Transocean's results of operations and other factors detailed in "Risk Factors"
and elsewhere in Transocean's filings with the Securities and Exchange
Commission. 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 outcomes may vary materially from those
forecasted or expected. Transocean disclaims any intention or obligation to
update publicly or revise such statements, whether as a result of new
information, future events or otherwise.
Transocean is the world's largest offshore drilling contractor and the leading
provider of drilling management services worldwide. With a fleet of 135 mobile
offshore drilling units, excluding two Ultra-Deepwater Drillships and four High-
Specification Jackups under construction, Transocean's fleet is considered one
of the most modern and versatile in the world due to its emphasis on technically
demanding segments of the offshore drilling business. Transocean owns or
operates a contract drilling fleet of 50 High-Specification Floaters (Ultra-
Deepwater, Deepwater and Harsh-Environment semisubmersibles and drillships), 25
Midwater Floaters, nine High-Specification Jackups, 50 Standard Jackups and one
Guy A. Cantwell
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Source: Transocean Ltd. via Thomson Reuters ONE