Transocean Ltd. Announces Proposed Private Offering of $300 Million of Secured Notes Due 2028

STEINHAUSEN, Switzerland, Sept. 26, 2023 (GLOBE NEWSWIRE) -- 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.