Item 1.01Entry into a Material Definitive Agreement
On September 11, 2020, in connection with the closing of the previously announced exchange offers (the “Exchange Offers”) by Transocean Inc., a wholly-owned subsidiary of Transocean Ltd. (together, “Transocean”), Transocean Inc. entered into an indenture (the “Indenture”) with Transocean Ltd., Transocean Mid Holdings 1 Limited, Transocean Mid Holdings 2 Limited, Transocean Mid Holdings 3 Limited (collectively, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee, pursuant to which it issued $687,343,000 aggregate principal amount of 11.50% Senior Guaranteed Notes due 2027 (the “New 2027 Senior Guaranteed Notes”). See Item 8.01 below for a description of the final results of the Exchange Offers.
The New 2027 Senior Guaranteed Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis (the “Guarantees”). The New 2027 Senior Guaranteed Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, and were offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States in compliance with Regulation S under the Securities Act.
The New 2027 Senior Guaranteed Notes are governed by the Indenture, which contains covenants that, among other things, limit Transocean Inc.’s ability to allow its subsidiaries to incur certain additional indebtedness, incur certain liens on its drilling rigs or drillships without equally and ratably securing the New 2027 Senior Guaranteed Notes, engage in certain sale and lease-back transactions covering drilling rigs or drillships, and consolidate, merge or enter into a scheme of arrangement qualifying as an amalgamation. The Indenture also contains customary events of default. Indebtedness under the New 2027 Senior Guaranteed Notes may be accelerated in certain circumstances upon an event of default as set forth in the Indenture.
The description above does not purport to be complete and is qualified in its entirety by the Indenture, which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information described in Item 1.01 regarding the New 2027 Senior Guaranteed Notes is incorporated herein by reference.
Item 8.01Other Events
The Exchange Offers expired at 5:00 p.m., New York City time, on September 9, 2020. The final aggregate principal amount of the existing notes validly tendered and accepted for purchase in the Exchange Offers was $1,514,108,000 (after excluding certain tendered existing notes as a result of the minimum denominations of the New 2027 Senior Guaranteed Notes and rounding), consisting of existing notes set forth in the table below. Transocean accepted for exchange all such existing notes and settled the Exchange Offers on September 11, 2020.
Title of Existing Notes | Total Consideration(2) | Aggregate Principal Amount Validly Tendered and Accepted(3) |
6.375% Senior Notes due 2021(1) | $825.00 | $37,292,000 |
3.800% Senior Notes due 2022(1) | $730.00 | $136,031,000 |
7.25% Senior Notes due 2025 | $475.00 | $207,099,000 |
7.50% Senior Notes due 2026 | $465.00(4) | $180,818,000 |
