Transocean Sedco Forex Inc. Commences Exchange Offers and Consent Solicitations for Six Series of R&B Falcon Corporation 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 $2.506.75% Notes due April 15, 2005 $350.0 million $3.506.95% Notes due April 15, 2008 $250.0 million $4.507.375% Notes due April 15, 2018 $250.0 million $6.009.125% Notes due Dec. 15, 2003 $87.1 million $3.009.50% Notes due Dec. 15, 2008 $300.0 million $5.00Transocean Sedco Forex is offering to exchange its newly-issued notes for eachof the six series of R&B Falcon notes. The Transocean Sedco Forex notes will beissued in six series, having the same principal amount, interest rate,redemption terms and payment and maturity dates as the corresponding series ofR&B Falcon notes validly tendered by holders in the exchange offers and acceptedby Transocean Sedco Forex. The new Transocean Sedco Forex notes will accrueinterest from the last date interest was paid on those corresponding R&B Falconnotes.
Concurrently with the exchange offers, Transocean Sedco Forex is solicitingconsents from the holders of each series of R&B Falcon notes to effect a numberof 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 proposedamendments to the R&B Falcon indentures only by tendering their R&B Falcon notesin the exchange offers and will be deemed to have consented to the proposedamendments by so tendering. R&B Falcon will pay an amount in cash equal to theapplicable consent payment listed above to each holder of R&B Falcon notesaccepted for exchange if the holder has tendered (and has not validly withdrawn)those notes prior to the consent payment deadline.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 YorkCity time, on February 13, 2002, unless extended. Consents may be revoked byvalidly withdrawing the related R&B Falcon notes at any time prior to theconsent 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 Tenders may be withdrawn at any time prior to theexpiration date.
The terms and conditions of the exchange offers and consent solicitations arecontained in Transocean Sedco Forex's prospectus and consent solicitationstatement, dated January 31, 2002, and the related letter of transmittal andconsent. Transocean Sedco Forex's obligation to complete each exchange offer andcause R&B Falcon to make the consent payments relating to that exchange offer isconditioned upon, among other things, receipt of valid and unrevoked consents tothe amendments from the holders of record of a majority in principal amount ofeach of the six series of the R&B Falcon notes.
Goldman, Sachs & Co. are the dealer managers for the exchange offers and consentsolicitations.
Transocean Sedco Forex is making the exchange offers and consent solicitationssolely by the prospectus and consent solicitation statement and the relatedletters of transmittal and consent. Copies of the prospectus and consentsolicitation statement can be obtained from Mellon Investor Services LLC, theInformation 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: 917/320-6286This announcement is neither an offer to purchase or sell nor a solicitation ofan offer to purchase or sell any securities nor shall there be any sale orpurchase of these securities in any state in which such offer, solicitation orsale would be unlawful prior to registration or qualification under thesecurities 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