Transocean Ltd. Announces Cash Tender Offers - Seite 4

The Company intends to accept (i) any and all 2020 Notes validly tendered after the Early Tender Time, but prior to the Expiration Time, subject to the terms of the Offer to Purchase, and (ii) Capped Notes validly tendered after the Early Tender Time, but prior to the Expiration Time, subject to the terms of the Offer to Purchase, including the Maximum Amount, the Acceptance Priority Level and proration. Payment in cash of an amount equal to the applicable Tender Consideration, plus the applicable Accrued Interest, for such accepted Notes will be paid on the settlement date, which is expected to be within three business days of the Expiration Time or as promptly as practicable thereafter (the settlement date of such purchase being referred to as the “Final Settlement Date”; the Final Settlement Date and the Early Settlement Date each being referred to as a “Settlement Date”), subject to all conditions to the Offer having been either satisfied or waived by the Company. For the avoidance of doubt, interest will cease to accrue on the applicable Settlement Date for Notes accepted in the Offers.

Accordingly, if the aggregate principal amount of Capped Notes validly tendered at or before the Early Tender Time results in an Aggregate Purchase Price that equals or exceeds the Maximum Amount, the Company will not accept for purchase any Capped Notes tendered after the Early Tender Time unless the Maximum Amount is increased, and any Capped Notes tendered on or prior to the Early Tender Time and accepted for purchase will be accepted on a prorated basis such that the Aggregate Purchase Price equals the Maximum Amount (subject to rounding down to the nearest $1,000). However, if the Offers with respect to the Capped Notes are not fully subscribed as of the Early Tender Time such that the Aggregate Purchase Price of Capped Notes validly tendered does not equal at least the Maximum Amount as of the applicable Early Tender Time, Capped Notes validly tendered at or before the applicable Early Tender Time will be accepted for purchase in priority to Capped Notes tendered after the applicable Early Tender Time, even if such Capped Notes tendered after the applicable Early Tender Time have a higher Acceptance Priority Level than Capped Notes tendered prior to the applicable Early Tender Time.