Transocean Ltd. Announces Cash Tender Offers - Seite 2

Title of Notes		CUSIP Number(2)		Principal Amount Outstanding			Acceptance Priority Level(3)		Tender Consideration(4)				Early Tender Premium(4)(5)			Total Consideration(4)(6)
6.500% Senior Notes due 2020		893830 AY5		$190,885,000			Any and All		$940.0			$30.00			$970.0
6.375% Senior Notes due 2021(1)		893830 BB4		$115,973,000			1		$670.0			$30.00			$700.0
3.800% Senior Notes due 2022(1)		893830 BC2		$37,739,000			2		$520.0			$30.00			$550.0
5.375% Senior Secured Notes due 2023		89385AAA3 / G9007CAA8		$503,509,000			3		$620.0			$30.00			$650.0
7.250% Senior Notes due 2025		893830 BK4 / G90073AD2		$542,901,000			4		$400.0			$30.00			$430.0

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(1)		The interest rate for the 2021 Notes and 2022 Notes has been increased to 8.375% and 5.800%, respectively, pursuant to the terms of the 2007 Indenture (as defined herein).
(2)		No representation is made as to the correctness or accuracy of the CUSIP numbers listed in the Offer to Purchase or printed on the Notes. They are provided solely for convenience.
(3)		The Maximum Amount of Capped Notes that may be purchased in the Offers is the aggregate amount of Capped Notes that will not result in the aggregate purchase price for Capped Notes validly tendered and accepted for purchase pursuant to the Offers to exceed $200.0 million. The Company reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Maximum Amount, but there can be no assurance that the Company will do so. Capped Notes accepted for purchase on any Settlement Date will be accepted in accordance with their Acceptance Priority Levels set forth herein (with “1” being the highest Acceptance Priority Level and “4” being the lowest Acceptance Priority Level). The Company will only accept for purchase Capped Notes up to an aggregate principal amount that will not result in the aggregate purchase price to exceed the Maximum Amount. For the avoidance of doubt the Offer with respect to the 2020 Notes is not subject to the Maximum Amount or the Acceptance Priority Levels and any 2020 Notes validly tendered and accepted for purchase pursuant to the such Offer will be purchased on the applicable Settlement Date.
(4)		Consideration in the form of cash per $1,000 principal amount of Notes that are validly tendered and accepted for purchase, subject to any rounding. Excludes Accrued Interest (as defined below), which will be paid in cash in addition to the applicable Tender Consideration or the Total Consideration (each, as defined below), as applicable.
(5)		The applicable Early Tender Premium will be payable to Holders of the Notes who validly tender Notes on or prior to the applicable Early Tender Time.
(6)		Includes the applicable Early Tender Premium for Notes validly tendered on or prior to the applicable Early Tender Time.

Subject to the terms and conditions of each Offer, the consideration for each $1,000 principal amount of Notes validly tendered at or prior to the applicable Expiration Time and accepted for purchase pursuant to such Offer will be the “Tender Consideration” for such series set forth in the table on the front cover of the Offer to Purchase (with respect to each series of Notes, the “Tender Consideration”). Holders of Notes that are validly tendered at or prior to the applicable Early Tender Time and accepted for purchase pursuant to such Offer will receive the applicable Tender Consideration plus an early tender premium of $30.00 per $1,000 principal amount of such Notes (the “Early Tender Premium” and, together with the applicable Tender Consideration for such series of Notes, the “Total Consideration”), subject to the terms and conditions of each Offer. Holders of Notes that are validly tendered after the applicable Early Tender Time but before the applicable Expiration Time and accepted for purchase pursuant to such Offer will receive the applicable Tender Consideration, but not the applicable Early Tender Premium.