Transocean Ltd. Announces Pricing of $325 Million of Secured Notes Due 2028

Source Press Release
Company Transocean Ltd. 
Tags Debt Financing, Financing
Date September 26, 2023

Transocean Ltd. (NYSE: RIG) announced today that Transocean Aquila Limited (“Transocean Aquila”), a wholly owned indirect subsidiary of  Transocean Ltd., has priced an offering of U.S. $325 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 Notes will bear interest at the rate of 8.000% per annum and will be callable after September 30, 2025. The offering is expected to close on or about October 11, 2023, subject to customary closing conditions. If certain collateral and other security are 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), an amount equal to the gross proceeds from this offering will be placed into escrow pursuant to an escrow agreement until the escrow release conditions are satisfied. Transocean Aquila expects to receive aggregate net proceeds of approximately $319 million from the offering, after deducting estimated offering costs.

Transocean Aquila expects 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.

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