Transocean Ltd. Announces Proposed Private Offering of $300 Million of Secured Notes Due 2028
26 Setembro 2023 - 9:04AM
Transocean Ltd. (NYSE: RIG) announced today
that Transocean Aquila Limited (“Transocean Aquila”), a wholly
owned indirect subsidiary of Transocean Ltd., commenced a
private offering of U.S. $300 million in aggregate
principal amount of senior secured notes due 2028 (the “Notes”) to
eligible purchasers pursuant to Rule 144A/Regulation S.
The Notes will be guaranteed by Transocean
Ltd., Transocean Inc., and a wholly-owned indirect subsidiary
that initially will own the Deepwater Aquila and will be
secured by a lien on the Deepwater Aquila and certain
other assets related to the rig.
The timing of pricing and terms of the Notes are
subject to market conditions and other factors. An amount equal to
the gross proceeds from this offering will, if certain collateral
and other security is not pledged on or prior to the issuance of
the Notes (including the mortgaging of the Deepwater Aquila by
Transocean following delivery of the rig), be placed into escrow
pending satisfaction of certain escrow release conditions. Upon
receipt of the net proceeds (or, if an escrow agreement is entered
into, upon satisfaction of the escrow release conditions),
Transocean intends to use the net proceeds from the Notes to
partially finance the construction, acquisition and improvement or
alteration of the Deepwater Aquila (including repaying
any indebtedness incurred for that purpose) and to fund the initial
debt service reserve.
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.
About Transocean
Transocean is a leading international
provider of offshore contract drilling services for oil and gas
wells. Transocean specializes in technically demanding
sectors of the global offshore drilling business with a particular
focus on deepwater and harsh environment drilling services, and
operates the highest specification floating offshore drilling fleet
in the world.
Transocean owns or has partial ownership
interests in and operates a fleet of 37 mobile offshore drilling
units, consisting of 28 ultra-deepwater floaters and nine harsh
environment floaters. In addition, Transocean is constructing
one ultra-deepwater drillship.
Forward-Looking Statements
The statements described herein that are not
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements could
contain words such as ""possible,"" ""intend,"" ""will,"" ""if,""
""expect,"" or other similar expressions. Forward-looking
statements are based on management’s current expectations and
assumptions, and are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict. As a
result, actual results could differ materially from those indicated
in these forward-looking statements. Factors that may cause actual
results to vary include, but are not limited to, risks relating to
the closing of Transocean Aquila’s offering of the Notes,
conditions in financial markets, investor response to Transocean
Aquila’s offering of the Notes and the guarantees of the Notes,
expected timing of conditional acceptance and commencement
of Deepwater Aquila, the entry into an escrow agreement and
any related escrow release conditions, and other risk factors as
detailed from time to time in Transocean Ltd.’s reports filed with
the U.S. 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 results may vary materially
from those indicated or expressed or implied by such
forward-looking statements. All subsequent written and oral
forward-looking statements attributable to the company or to
persons acting on our behalf are expressly qualified in their
entirety by reference to these risks and uncertainties. You should
not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the
particular statement, and we undertake no obligation to publicly
update or revise any forward-looking statements to reflect events
or circumstances that occur, or which we become aware of, after the
date hereof, except as otherwise may be required by law.
Analyst Contact:Alison Johnson+1
713-232-7214
Media Contact:Pam Easton +1 713-232-7647
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