Transocean Announces Pricing of Share Offering
ZUG, SWITZERLAND, Nov 29, 2011 (MARKETWIRE via COMTEX) --
Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today announced that it haspriced its previously-announced public offering of 26,000,000 of itsshares at a public offering price of U.S. $40.50 per share, or 37.32Swiss francs per share at an exchange rate of 0.9215 Swiss francs perU.S. $1.00. Transocean granted the underwriters a 30-day option topurchase up to an additional 3,900,000 shares at the public offeringprice (less the underwriting discount) solely to coverover-allotments, if any. Net proceeds to Transocean from the sale ofthe 26,000,000 shares, after underwriting discounts, estimatedoffering 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 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, this offeringwill 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 isexpected to close on December 5, 2011, subject to customary closingconditions.
Barclays Capital Inc. and Credit Suisse Securities (USA) LLC acted asjoint book-running managers in the equity offering. A prospectussupplement related to the offering will be filed with the Securitiesand Exchange Commission and be available on the SEC's website,www.sec.gov. Copies of the prospectus supplement for the offering maybe obtained on the website of the Securities and Exchange Commission,www.sec.gov, or by contacting Barclays Capital Inc., c/o BroadridgeFinancial Solutions, 1155 Long Island Avenue, New York, NY 11717, viatelephone 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 York10010, or by telephone at 1-800-221-1037.
The shares will be issued under a shelf registration statement filedby Transocean Ltd. and Transocean Inc. with the Securities andExchange Commission on September 16, 2010, which became automaticallyeffective.
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 andother aspects of the offering are forward-looking statements thatinvolve 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.