Deal Description: On January 23, 2019, Transocean Ltd. (NYSE: RIG) announced that Transocean Poseidon Limited (“Transocean Poseidon”), a wholly owned indirect subsidiary of Transocean, priced an offering of U.S. $550 million in aggregate principal amount of senior secured notes due 2027 (the “Notes”) to eligible purchasers pursuant to Rule 144A/Regulation S.

The Notes will be guaranteed by Transocean Ltd., Transocean Inc. and a wholly owned indirect subsidiary that owns the Deepwater Poseidon, and will be secured by a lien on the Deepwater Poseidon and certain other assets related to the rig.

The Notes will bear interest at the rate of 6.875% per annum and will be callable after February 1, 2022. The offering is expected to close on or about February 1, 2019, subject to customary closing conditions. Transocean Poseidon expects to receive aggregate net proceeds of approximately $538 million from the offering, after deducting the initial purchasers’ discount and estimated offering costs.

The net proceeds from the Notes will be used to partially finance the construction or acquisition of the Deepwater Poseidon.

For more information, please see Transocean’s press release.

Client: Transocean

Outside Counsel to the Initial Purchasers: Vinson & Elkins LLP

In-House Counsel to Transocean: Daniel Ro-Trock

Value: $550 million

Baker Botts Lawyers/Office Involved:

Corporate: Gene Oshman (Partner, Houston), A.J. Ericksen (Partner, Houston), Laura Katherine Mann (Senior Associate, Houston), Ieuan List (Associate, Houston) and Emmie Proctor (Associate, Houston)

Finance: Luke Weedon (Partner, Dallas), Jennifer Ybarra (Associate, Dallas) and Taylor Courtade (Associate, Dallas)

Tax: Derek Green (Partner, Houston), Jon Lobb (Partner, Houston) and Dominick Constantino (Associate, Houston)

Environmental: Laura Williams (Associate, Houston)

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