Transocean Announces Proposed Share Offering
ZUG, SWITZERLAND, Nov 29, 2011 (MARKETWIRE via COMTEX) --
Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today announced that it hascommenced a public offering of 26,000,000 of its shares to be newlyissued utilizing Transocean's authorized share capital, subject tomarket and other conditions. The underwriters will have an option topurchase up to an additional 3,900,000 shares from Transocean solelyto cover over-allotments, if any.
Transocean intends to use the net proceeds from the share offering topartially refinance its acquisition of Aker Drilling ASA, which wasinitially financed through the use of available cash and theassumption of Aker's outstanding debt. In particular, the equityoffering would replenish cash that would be applied to the expectedapproximate $1.7 billion in aggregate repurchase by Transocean Inc.of its 1.50% Series B Convertible Senior Notes due December 2037.
The offering price for the shares is expected to be determined via anaccelerated bookbuild process. The offering represents up to 8.9% ofTransocean's total issued and outstanding shares, and preemptiverights will be excluded.
We have provided certain information related to our five-yearrevolving credit facility, potential long-term debt financing and amarket update regarding expected revenues in the fourth quarter 2011in the section captioned \"Summary - Recent Developments\" in theprospectus supplement related to this offering.
Barclays Capital Inc. and Credit Suisse Securities (USA) LLC areacting as joint book-running managers in the equity offering.
The issuer has filed a registration statement (including a prospectusand prospectus supplement) with the U.S. Securities and ExchangeCommission for the offering to which this communication relates.Before you invest, you should read the prospectus in thatregistration statement, the related prospectus supplement, and otherdocuments the issuer has filed with the SEC for more completeinformation about the issuer and this offering. You may get thesedocuments for free by visiting EDGAR on the SEC Web site atwww.sec.gov. Alternatively, the issuer, any underwriter or any dealerparticipating in the offering will arrange to send you the prospectusif you request it by calling, toll-free, Barclays Capital Inc. at888-603-5847 or Credit Suisse Securities (USA) LLC at 1-800-221-1037.
This press release shall not constitute an offer to sell or thesolicitation of an offer to buy these securities, nor shall there beany sale of these securities in any state or jurisdiction in whichsuch offer, solicitation or sale would be unlawful prior toregistration or qualification under the securities laws of such stateor jurisdiction. This offering may only be made by means of aprospectus supplement and related base prospectus.
Statements included in this news release regarding purchases of theSeries B Convertible Senior Notes and the timing, use of proceeds,number of shares and other aspects of the proposed offering andpotential long-term debt financing are forward-looking statementsthat involve certain assumptions. These statements involve risks anduncertainties including, but not limited to, market conditions,closing conditions, actions by holders of the Series B ConvertibleSenior Notes, Transocean's results of operations and other factorsdetailed in \"Risk Factors\" and elsewhere in Transocean's filings withthe Securities and Exchange Commission. Should one or more of theserisks or uncertainties materialize (or the other consequences of sucha development worsen), or should underlying assumptions proveincorrect, actual outcomes may vary materially from those forecastedor expected. Transocean disclaims any intention or obligation toupdate publicly or revise such statements, whether as a result of newinformation, future events or otherwise.
Transocean is the world's largest offshore drilling contractor andthe leading provider of drilling management services worldwide. Witha fleet of 135 mobile offshore drilling units, excluding twoUltra-Deepwater Drillships and four High-Specification Jackups underconstruction, Transocean's fleet is considered one of the most modernand versatile in the world due to its emphasis on technicallydemanding segments of the offshore drilling business. Transocean ownsor operates a contract drilling fleet of 50 High-SpecificationFloaters (Ultra-Deepwater, Deepwater and Harsh-Environmentsemisubmersibles and drillships), 25 Midwater Floaters, nineHigh-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 forsecurities of Transocean nor a prospectus within the meaning ofapplicable Swiss law. The prospectus and prospectus supplement forthis offering are available in Switzerland free of charge from CreditSuisse AG, Zurich, Switzerland (Facsimile +41 44 333 35 93, E-mail:firstname.lastname@example.org). Investors are advised toconsult their bank or financial adviser before making any investmentdecision.
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 Directive2010/73/EU, to the extent implemented in each relevant Member State,together with any applicable implementing measures in the relevanthome Member State, the \"Prospectus Directive\"), this communication isonly addressed to and directed at qualified investors in that MemberState within the meaning of the Prospectus Directive.
Notice to Investors in the United Kingdom
This communication is only being distributed to and is only directedat (i) persons who are outside the United Kingdom or (ii) investmentprofessionals falling within Article 19(5) of the Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005 (the \"Order\")or (iii) high net worth companies, and other persons to whom it maylawfully be communicated, falling within Article 49(2)(a) to (d) ofthe Order (all such persons together being referred to as \"relevantpersons\"). The shares are only available to, and any invitation,offer or agreement to subscribe, purchase or otherwise acquire suchshares will be engaged in only with, relevant persons. Any person whois not a relevant person should not act or rely on this document orany of its contents.
SOURCE: Transocean Ltd.