Blog: TRANSOCEAN LTD. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01Regulation FD Disclosure

On January 17, 2023, Transocean Ltd. announced that Transocean Inc., its
wholly-owned subsidiary, commenced an offering (the “Offering”) of U.S. $1.175
billion aggregate principal amount of senior secured notes due 2030 (the
“Notes”) to eligible purchasers pursuant to Rule 144A/Regulation S. The Notes
will be fully and unconditionally guaranteed on a senior unsecured basis by
Transocean Ltd. In addition, the Notes will be guaranteed on a senior secured
basis by certain of Transocean Inc.’s subsidiaries that guarantee the existing
(i) 7.75% Senior Secured Notes due 2024 issued by Transocean Phoenix 2 Limited
(the “Thalassa Notes”), (ii) 5.875% Senior Secured Notes due 2024 issued by
Transocean Guardian Limited (the “Guardian Notes”), (iii) 6.25% Senior Secured
Notes due 2024 issued by Transocean Proteus Limited (the “Proteus Notes”) and
(iv) 6.125% Senior Secured Notes due 2025 issued by Transocean Pontus Limited
(the “Pontus Notes” and collectively, the “Existing Secured Notes”), in each
case, up to a secured guarantee cap equal to the principal amount of such notes
being refinanced (together with any applicable premium, fees and expenses) (the
“Secured Limited Guarantee Cap”). Accordingly, Transocean Inc.’s subsidiaries
that guarantee the Thalassa Notes, the Guardian Notes, the Proteus Notes and the
Pontus Notes, will be subject to a Secured Limited Guarantee Cap on the Notes
equal to $247 million, $320 million, $256 million and $352 million,
respectively.

The Notes will also be secured by a lien on Deepwater Thalassa, Deepwater
Proteus, Transocean Enabler, Transocean Encourage and Deepwater Pontus (the
“Collateral Rigs”) and certain other assets related to the Collateral Rigs, up
to the applicable Secured Limited Guarantee Cap.

On January 17, 2023, each of the issuers of the Existing Secured Notes exercised
its right to optionally redeem all of its applicable series of the Existing
Secured Notes at the applicable redemption price for such series, which
redemptions are conditioned upon and subject to the consummation of the
Offering. The redemptions are currently expected to be consummated on February
16, 2023, assuming the satisfaction by such date of the conditions thereto. This
report does not constitute a notice of redemption under the optional redemption
provisions of the indentures governing the Existing Secured Notes.

All of the net proceeds from the Offering will be used to fund the redemption of
all of the outstanding Existing Secured Notes, subject to the satisfaction of
the conditions precedent thereto. Transocean Inc. will transfer a portion of the
net proceeds from the Offering, together with cash on hand to the extent
required to complete such redemptions, to each applicable subsidiary issuer of
the respective series of Existing Secured Notes, and each such issuer will apply
such proceeds to consummate such redemption, subject to the satisfaction of the
conditions precedent thereto.

A copy of the press release announcing the Offering is furnished herewith as

Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.    Description

99.1             Transocean Ltd. Announces Offering of Notes
101            Interactive data files pursuant to Rule 405 of Regulation S-T
               formatted in Inline Extensible Business Reporting Language
104            Cover Page Interactive Data File (formatted as inline XBRL).

© Edgar Online, source Glimpses

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