Item 1.01Entry into a Material Definitive Agreement
On January 17, 2020, in connection with the closing of the previously-announced
offering by Transocean Inc. (the "Offering"), a wholly-owned subsidiary of
Transocean Ltd., of U.S. $750 million in aggregate principal amount of 8.00%
Senior Notes due 2027 (the "Notes"), Transocean Inc. entered into an indenture
(the "Indenture") with Transocean Ltd., Transocean Holdings 1 Limited,
Transocean Holdings 2 Limited and Transocean Holdings 3 Limited (collectively,
the "Guarantors") and Wells Fargo Bank, National Association, as trustee (the
"Trustee"). The Notes are fully and unconditionally guaranteed, jointly and
severally, by the Guarantors on a senior unsecured basis (the "Guarantees"). The
Notes have not been registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or under any state securities laws, and were offered
only to qualified institutional buyers under Rule 144A under the Securities Act
and outside the United States in compliance with Regulation S under the
Securities Act.
The terms of the Notes are governed by the Indenture, which contains covenants
that, among other things, limit Transocean Inc.'s ability to allow its
subsidiaries to incur certain additional indebtedness, incur certain liens on
its drilling rigs or drillships without equally and ratably securing the Notes,
engage in certain sale and lease-back transactions covering any of its drilling
rigs or drillships and consolidate, merge or enter into a scheme of arrangement
qualifying as an amalgamation. The Indenture also contains customary events of
default. Indebtedness under the Notes may be accelerated in certain
circumstances upon an event of default as set forth in the Indenture.
The description above does not purport to be complete and is qualified in its
entirety by the Indenture which is filed herewith as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information described in Item 1.01 is incorporated herein by reference.
Item 8.01Other Events
On January 17, 2020, Transocean provided a notice (the "Notice of Redemption")
to Wells Fargo Bank, National Association, as trustee (the "9.00% Notes
Trustee"), of the redemption in full of its outstanding 9.00% Senior Notes due
2023 (the "9.00% Notes"), pursuant to the indenture, dated as of July 21, 2016
(as amended or supplemented from time to time, the "9.00% Notes Indenture"),
among Transocean Inc., the guarantors party thereto, and the 9.00% Notes
Trustee. The redemption date is February 16, 2020 (the "Redemption Date"). The
description of the Notice of Redemption is not complete and is qualified in its
entirety by reference to Exhibit 99.1.
This report does not constitute a notice of redemption under the 9.00% Notes
Indenture nor an offer to tender for, or purchase, any 9.00% Notes or any other
security.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
4.1 Indenture, dated as of January 17, 2020, by and among Transocean
Inc., the Guarantors and Wells Fargo Bank, National Association
99.1 Notice of Redemption, dated January 17, 2020, for the 9.00% Senior
Notes due 2023
104 Cover Page Interactive Data File (formatted as inline XBRL).
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