Deal Description: August 1, 2016 – Transocean Ltd. (NYSE: RIG) and Transocean Partners LLC (NYSE: RIGP) today announced that Transocean has agreed to acquire all of the outstanding common units of Transocean Partners not already owned by Transocean in a share-for-unit merger transaction. In the merger, Transocean Partners common unitholders will receive 1.1427 Transocean shares for each Transocean Partners common unit. The Transocean Partners unit price implied by the exchange ratio represents a 15% premium to Transocean Partners' closing price on July 29, 2016. Transocean expects to issue approximately 22.7 million shares in the merger. Completion of the transaction is conditioned upon approval by Transocean Partners' common unitholders and is anticipated to close in the fourth quarter of 2016.
Following completion of the transaction, Transocean Partners will be 100% owned by Transocean and therefore Transocean will have indirectly acquired the 51% ownership interests in the Discoverer Inspiration, the Discoverer Clear Leader and the Development Driller III that are currently owned by Transocean Partners. Additionally, Transocean Partners' common units will cease to be publicly traded on the NYSE.
Baker Botts represented Transocean Ltd. in the transaction.
Target: Transocean Partners LLC
Client: Transocean Ltd.
Outside Counsel to Client: Baker Botts L.L.P.
In-House Counsel to the Transocean Ltd.: Brady Long, Daniel Ro-Trock, Debra Kupferman
Other Parties: Transocean Partners LLC
In House Counsel to Transocean Partners LLC: Raoul Dias
Baker Botts Lawyers/Office Involved:
- Corporate: Gene Oshman (Partner, Houston); A.J. Ericksen (Partner, Houston); James Mayor (Partner, Houston); Jonathan Bobinger (Senior Associate, Houston); Nathan Tanner (Associate, Houston)
- Tax: Derek Green (Partner, Houston); Jon Lobb (Senior Associate, Houston)
- Employee Benefits: Gail Stewart (Partner, Houston); Chris Pratt (Special Counsel, Houston)
For more information, please see Transoceans’ news release by clicking here.
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