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Transocean Sedco Forex Inc. Commences Exchange Offers and Consent Solicitations for Six Series of R&B Falcon Corporation Notes

January 31, 2002
HOUSTON, Jan 31, 2002 (BUSINESS WIRE) -- Transocean Sedco Forex Inc. (NYSE:RIG) today announced its commencement of exchange offers for six series of notes of its wholly-owned subsidiary, R&B Falcon Corporation. The exchange offers are being made to the holders of the following series of R&B Falcon notes:

                                                      Consent Payment
                                 Aggregate Principal     Per $1,000
 Series of R&B Falcon Notes      Amount Outstanding   Principal Amount
 --------------------------      -------------------  ----------------
6.50% Notes due April 15, 2003     $239.5 million          $2.50
6.75% Notes due April 15, 2005     $350.0 million          $3.50
6.95% Notes due April 15, 2008     $250.0 million          $4.50
7.375% Notes due April 15, 2018    $250.0 million          $6.00
9.125% Notes due Dec. 15, 2003      $87.1 million          $3.00
9.50% Notes due Dec. 15, 2008      $300.0 million          $5.00
Transocean Sedco Forex is offering to exchange its newly-issued notes for each of the six series of R&B Falcon notes. The Transocean Sedco Forex notes will be issued in six series, having the same principal amount, interest rate, redemption terms and payment and maturity dates as the corresponding series of R&B Falcon notes validly tendered by holders in the exchange offers and accepted by Transocean Sedco Forex. The new Transocean Sedco Forex notes will accrue interest from the last date interest was paid on those corresponding R&B Falcon notes.

Concurrently with the exchange offers, Transocean Sedco Forex is soliciting consents from the holders of each series of R&B Falcon notes to effect a number of amendments to the indentures under which the R&B Falcon notes were issued. Holders of R&B Falcon notes of any series may give their consent to the proposed amendments to the R&B Falcon indentures only by tendering their R&B Falcon notes in the exchange offers and will be deemed to have consented to the proposed amendments by so tendering. R&B Falcon will pay an amount in cash equal to the applicable consent payment listed above to each holder of R&B Falcon notes accepted for exchange if the holder has tendered (and has not validly withdrawn) those notes prior to the consent payment deadline.

The consent payment deadline for each exchange offer will be Midnight, New York City time, on February 13, 2002, unless extended. Consents may be revoked by validly withdrawing the related R&B Falcon notes at any time prior to the consent payment deadline.

Each exchange offer will expire at 5:00 p.m., New York City time, on March 1, 2002, unless extended. Tenders may be withdrawn at any time prior to the expiration date.

The terms and conditions of the exchange offers and consent solicitations are contained in Transocean Sedco Forex's prospectus and consent solicitation statement, dated January 31, 2002, and the related letter of transmittal and consent. Transocean Sedco Forex's obligation to complete each exchange offer and cause R&B Falcon to make the consent payments relating to that exchange offer is conditioned upon, among other things, receipt of valid and unrevoked consents to the amendments from the holders of record of a majority in principal amount of each of the six series of the R&B Falcon notes.

Goldman, Sachs & Co. are the dealer managers for the exchange offers and consent solicitations.

Transocean Sedco Forex is making the exchange offers and consent solicitations solely by the prospectus and consent solicitation statement and the related letters of transmittal and consent. Copies of the prospectus and consent solicitation statement can be obtained from Mellon Investor Services LLC, the Information Agent, at the following address:

    Mellon Investor Services LLC
    44 Wall Street, 7th Floor
    New York, NY 10005
    Toll Free: 877/698-6865
    Banks and Brokers: 917/320-6286
This announcement is neither an offer to purchase or sell nor a solicitation of an offer to purchase or sell any securities nor shall there be any sale or purchase of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

CONTACT:          Transocean Sedco Forex Inc., Houston
                  Analyst Contact: 
                  Jeffrey L. Chastain, 713/232-7551
                  or
                  Media Contact:
                  Guy A. Cantwell, 713/232-7647