Transocean Announces Pricing of Share Offering
ZUG, SWITZERLAND, Nov 29, 2011 (MARKETWIRE via COMTEX) --
Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today announced that it has priced its previously-announced public offering of 26,000,000 of its shares at a public offering price of U.S. $40.50 per share, or 37.32 Swiss francs per share at an exchange rate of 0.9215 Swiss francs per U.S. $1.00. Transocean granted the underwriters a 30-day option to purchase up to an additional 3,900,000 shares at the public offering price (less the underwriting discount) solely to cover over-allotments, if any. Net proceeds to Transocean from the sale of the 26,000,000 shares, after underwriting discounts, estimated offering expenses and the Swiss Federal Issuance Stamp Tax (Emissionsabgabe), will be approximately U.S. $1,008 million. Transocean intends to use the net proceeds from this offering to partially refinance its acquisition of Aker Drilling ASA, which was initially financed through the use of available cash and the assumption of Aker's outstanding debt. In particular, this offering will replenish cash that would be applied to the expected approximate $1.7 billion in aggregate repurchase by Transocean Inc. of its 1.50% Series B Convertible Senior Notes due December 2037. The offering is expected to close on December 5, 2011, subject to customary closing conditions.
Barclays Capital Inc. and Credit Suisse Securities (USA) LLC acted as joint book-running managers in the equity offering. A prospectus supplement related to the offering will be filed with the Securities and Exchange Commission and be available on the SEC's website, www.sec.gov. Copies of the prospectus supplement for the offering may be obtained on the website of the Securities and Exchange Commission, www.sec.gov, or by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, New York, NY 11717, via telephone at 888-603-5847, or by e-mailing: Barclaysprospectus@broadridge.com or Credit Suisse Securities (USA) LLC, Prospectus Department, at One Madison Avenue, New York, New York 10010, or by telephone at 1-800-221-1037.
The shares will be issued under a shelf registration statement filed by Transocean Ltd. and Transocean Inc. with the Securities and Exchange Commission on September 16, 2010, which became automatically effective.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. This offering may only be made by means of a prospectus supplement and related base prospectus.
Statements included in this news release regarding purchases of the Series B Convertible Senior Notes and the timing, use of proceeds and other aspects of the offering are forward-looking statements that involve certain assumptions. These statements involve risks and uncertainties including, but not limited to, market conditions, closing conditions, actions by holders of the Series B Convertible Senior Notes, Transocean's results of operations and other factors detailed in "Risk Factors" and elsewhere in Transocean's filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. Transocean disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Transocean is the world's largest offshore drilling contractor and the leading provider of drilling management services worldwide. With a fleet of 135 mobile offshore drilling units, excluding two Ultra-Deepwater Drillships and four High-Specification Jackups under construction, Transocean's fleet is considered one of the most modern and versatile in the world due to its emphasis on technically demanding segments of the offshore drilling business. Transocean owns or operates a contract drilling fleet of 50 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment semisubmersibles and drillships), 25 Midwater Floaters, nine High-Specification Jackups, 50 Standard Jackups and one swamp barge.
Notice to Swiss Investors
This document does not constitute an offer to buy or to subscribe for securities of Transocean nor a prospectus within the meaning of applicable Swiss law. The prospectus and prospectus supplement for this offering are available in Switzerland free of charge from Credit Suisse AG, Zurich, Switzerland (Facsimile +41 44 333 35 93, E-mail: firstname.lastname@example.org). Investors are advised to consult their bank or financial adviser before making any investment decision.
Notice to Investors in the European Economic Area
In any EEA Member State that has implemented Directive 2003/71/EC (such Directive and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member State, together with any applicable implementing measures in the relevant home Member State, the "Prospectus Directive"), this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
Notice to Investors in the United Kingdom
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
SOURCE: Transocean Ltd.