Deal Description: On January 17, 2023, Transocean Ltd. (NYSE: RIG) announced that Transocean Inc. ("TINC"), a wholly-owned subsidiary of Transocean Ltd., priced an offering of U.S. $1.175 billion in aggregate principal amount of senior secured notes due 2030 (the "Notes") to eligible purchasers pursuant to Rule 144A/Regulation S.
The Notes will be guaranteed by Transocean Ltd. and certain of TINC’s subsidiaries that guarantee the existing (i) 7.75% Senior Secured Notes due 2024 issued by Transocean Phoenix 2 Limited (the “Thalassa Notes”), (ii) 5.875% Senior Secured Notes due 2024 issued by Transocean Guardian Limited (the “Guardian Notes”), (iii) 6.25% Senior Secured Notes due 2024 issued by Transocean Proteus Limited (the “Proteus Notes”) and (iv) 6.125% Senior Secured Notes due 2025 issued by Transocean Pontus Limited (the “Pontus Notes” and collectively, the “Existing Secured Notes”), in each case, up to a secured guarantee cap equal to the principal amount of such notes being refinanced (together with any applicable premium, fees and expenses) (the “Secured Limited Guarantee Cap”), and will be secured by a lien on Deepwater Thalassa, Deepwater Proteus, Transocean Enabler, Transocean Encourage and Deepwater Pontus (the “Collateral Rigs”) and certain other assets related to the Collateral Rigs, up to the applicable Secured Limited Guarantee Cap.
On January 17, 2023, each of the issuers of the Existing Secured Notes exercised its right to optionally redeem all of its applicable series of the Existing Secured Notes at the applicable redemption price for such series, which redemptions are conditioned upon and subject to the consummation of the offering.
The Notes will bear interest at the rate of 8.75% per annum. The offering is expected to close on or about January 31, 2023, subject to customary closing conditions.
For more information, please see Transocean's press release.
In-House Counsel to Transocean: Daniel Ro-Trock
Value: $1.175 billion
Baker Botts Lawyers/Office Involved:
Finance: Luke Weedon (Partner, Dallas), Nicholas Jones (Senior Associate, London), Alex Kamel (Senior Associate, Houston), Regan Vicknair (Associate, Houston), Jennifer O’Donoghue (Associate, London) and Morgan Copher (Associate, Dallas)
Corporate: Jim Marshall (Partner, Houston), Garrett Hughey (Senior Associate, Houston), Michael Mazidi (Associate, Houston) and Johnathan Walker (Associate, Houston)
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