Transocean Ltd. Announces Additional Private Exchange Agreement Relating to Existing Exchangeable Bonds

STEINHAUSEN, Switzerland, Aug. 10, 2020 (GLOBE NEWSWIRE) -- Transocean Ltd. (NYSE: RIG) (“Transocean”) announced today that it has executed an additional private exchange agreement relating to the 0.5% Exchangeable Bonds due 2023 (the “Existing Exchangeable Bonds”) issued by Transocean Inc., Transocean’s wholly-owned subsidiary.

Pursuant to the additional private exchange agreement, Transocean Inc. agreed to exchange $40.9 million aggregate principal amount of its Existing Exchangeable Bonds for $24.6 million aggregate principal amount of new 2.5% Senior Guaranteed Exchangeable Bonds due 2027 (the “Senior Guaranteed Exchangeable Bonds”) to be issued by Transocean Inc. Collectively with its previously announced private exchange of Existing Exchangeable Bonds, Transocean Inc. has agreed to exchange $396.6 million aggregate principal amount of its Existing Exchangeable Bonds for $237.9 million aggregate principal amount of its Senior Guaranteed Exchangeable Bonds. The private exchanges are subject to customary closing conditions.

The Senior Guaranteed Exchangeable Bonds will be guaranteed by Transocean and three indirect holding company subsidiaries of Transocean Inc.: Transocean Mid Holdings 1 Limited (“Mid Holdings 1”), Transocean Mid Holdings 2 Limited (“Mid Holdings 2”) and Transocean Mid Holdings 3 Limited (“Mid Holdings 3”, and collectively with Mid Holdings 1 and Mid Holdings 2, the “Structurally Senior Guarantors”). The Structurally Senior Guarantors are owned by Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited, which, following the previously announced internal reorganization transactions, will continue to own, directly or indirectly, all of the outstanding equity interests of the other subsidiaries of Transocean Inc., including Transocean Asset Holdings 1 Limited, Transocean Asset Holdings 2 Limited and Transocean Asset Holdings 3 Limited.

The Senior Guaranteed Exchangeable Bonds will have an initial exchange rate of 162.1626 Transocean common shares, par value $0.10 Swiss francs per share (“Common Shares”), per $1,000 original principal amount, subject to adjustment, and will be convertible into Common Shares, implying an initial exchange price of approximately $6.17 per share.

The Senior Guaranteed Exchangeable Bonds and Transocean’s Common Shares issuable upon exchange of the Senior Guaranteed Exchangeable Bonds have not been registered under the Securities Act of 1933, as amended, or under any state securities laws and may not be offered or sold without registration under, or an applicable exemption from, the registration requirements. The Senior Guaranteed Exchangeable Bonds may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) (unless in circumstances falling within article 36 of the FinSA). This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release does not constitute a prospectus within the meaning of the FinSA or advertising within the meaning of the FinSA.