Transocean Ltd. Announces Final Results of Exchange Offers - Seite 2

1. The interest rate for the 2021 Notes, 2022 Notes and 2041 Notes has been increased to 8.375%, 5.800% and 9.35%, respectively, pursuant to the terms of the applicable indenture.
2. Consideration in the form of principal amount of New 2027 Senior Guaranteed Notes per $1,000 principal amount of Existing Notes that are validly tendered and accepted for exchange, subject to rounding. Excludes accrued and unpaid interest, which will be paid in cash in addition to the applicable total consideration on the Settlement Date.

Based on the applicable total consideration and the amounts tendered as of the Expiration Time, approximately $688 million aggregate principal amount of New 2027 Senior Guaranteed Notes will be issued. Transocean intends to accept for exchange all Existing Notes validly tendered prior to the Expiration Time and expects to settle the Exchange Offers on September 11, 2020 or as soon as practicable thereafter (the “Settlement Date”).

The Exchange Offers were made, and the New 2027 Senior Guaranteed Notes were offered, only to holders of the Existing Notes who are either (a) persons other than “U.S. persons” as defined in Regulation S, and who agree to purchase the New 2027 Senior Guaranteed Notes outside of the United States, and who are otherwise in compliance with the requirements of Regulation S; or (b) persons who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and to whom the New 2027 Senior Guaranteed Notes are offered in the United States in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act; provided that, in each case, if such holder is in the European Economic Area or the United Kingdom, such holder is not a “retail investor”. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a “retail client” as defined in point (11) of Article` 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a “customer” within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129. The holders of Existing Notes who have certified to Transocean Inc. that they are eligible to participate in the Exchange Offers pursuant to at least one of the foregoing conditions are referred to as “Eligible Holders.”