Transocean Ltd. (RIG)

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Transocean Ltd. (NYSE: RIG) announced today that Transocean Inc., its wholly-owned subsidiary (together with Transocean Ltd., “Transocean”), has received over $1.5 billion aggregate principal amount of validly tendered Exchange Notes (as defined below) as of September 4, 2020, pursuant to its previously announced offers (the “Exchange Offers”) to exchange certain existing notes (the “Existing Notes”) for up to an aggregate principal amount of $750 million (subject to increase or decrease by Transocean Inc., the “Maximum New Notes Amount”) of new 11.50% Senior Guaranteed Notes (the “New 2027 Senior Guaranteed Notes”) issued by Transocean Inc., pursuant to an Exchange Offer Memorandum and Consent Solicitation Statement, dated August 10, 2020 (as supplemented by the Supplement, dated August 24, 2020, and as may be further supplemented, the “Exchange Offer Memorandum”). Following the denial by the United States District Court for the Southern District of New York (the “Court”) of certain attempts to block the Exchange Offers, as further described below, Transocean intends to proceed with the Exchange Offers, including extending the Exchange Offers until the Revised Expiration Time (as defined below).
On September 2, 2020, two days prior to the initial expiration of the Exchange Offers, funds managed by, or affiliated with, Whitebox Advisors LLC (“Whitebox”), as a holder of Transocean Inc.’s 7.50% Senior Notes due 2025 (the “Existing 2025 Guaranteed Notes”), 7.50% Senior Notes due 2026, 8.00% Senior Notes due 2027 (the “Existing 2027 Guaranteed Notes”) and 6.80% Senior Notes due 2038, filed a complaint in the Court requesting a temporary restraining order and preliminary injunction (the “TRO and Injunction”) relating to the Exchange Offers. Subsequent to the filing of the TRO and Injunction, Whitebox and funds managed by, or affiliated with, Pacific Investment Management Company LLC (“PIMCO”), as holders, together, of 25.1% in aggregate principal amount of the Existing 2027 Guaranteed Notes, provided a notice of default (the “Notice”) to Transocean Inc. alleging a default under the indenture governing the Existing 2027 Guaranteed Notes. Both the complaint, including the request for the TRO and Injunction, and the Notice relate to an underlying allegation that Transocean Mid Holdings 1 Limited (“Mid Holdings 1”), Transocean Mid Holdings 2 Limited (“Mid Holdings 2”) and Transocean Mid Holdings 3 Limited (“Mid Holdings 3”, and collectively with Mid Holdings 1 and Mid Holdings 2, the “Structurally Senior Guarantors”) should have, but did not, guarantee the Existing 2025 Guaranteed Notes and Existing 2027 Guaranteed Notes. Transocean believes these assertions are meritless.