30 Jan 2023listing compliance notice● NeutralMajor
TRANSOCEAN INTERNATIONAL Ltd's exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 Feb 2018business combination● Neutral
Amendment No. 1 to the Songa squeeze-out registration (No. 333-222894). It raises the registered bonds slightly to USD 13,421,000 from USD 13,420,370, with shares unchanged at 1,599,589. It also changes the stated terms: Songa holders get the shares-and-bonds package, with an option to take NOK 47.50 per share in cash (up to NOK 125,000) instead, or a full cash alternative of NOK 47.50 per share. The Feb 6 filing instead said holders who did not respond would get cash.
6 Feb 2018business combination● NeutralMajor
Transocean filed a new registration to buy out the remaining Songa Offshore shareholders through a compulsory acquisition (squeeze-out) under Cyprus takeover law. The text says its earlier voluntary tender offer was completed and left Transocean with 97.67% of Songa's voting rights (fully diluted, as of Jan 30, 2018). Remaining holders would get the same 0.35724 new Transocean shares plus USD 2.99726 of 0.5% bonds due 2023 per Songa share, or NOK 47.50 cash if they do not respond. Up to 1,599,589 shares and USD 13,420,370 of bonds are registered, a small further dilution for existing Transocean shareholders.
30 Jan 2018listing compliance notice▲ GoodMajor
the exchange certified TRANSOCEAN INTERNATIONAL Ltd's securities for listing, clearing them to begin trading.
20 Dec 2017business combination● Neutral
Amendment No. 4 to the Songa Offshore offer registration. The fee table and terms are unchanged (up to 68,629,366 shares and USD 575,803,000 of bonds; 0.35724 shares plus USD 2.99726 of bonds per Songa share, or NOK 47.50 cash), but the bonds are now described as due 2023 rather than 2022 as in the earlier context. Any other changes are in truncated text not seen here.
8 Dec 2017business combination● Neutral
Amendment No. 3 to the Songa Offshore offer registration. The visible fee table and terms are unchanged from Amendment No. 2 (up to 68,629,366 shares and USD 575,803,000 of bonds; 0.35724 shares plus USD 2.99726 of bonds per Songa share, or NOK 47.50 cash). The registration still says it is not yet effective; any other changes are in truncated text not seen here.
29 Nov 2017business combination● Neutral
Amendment No. 2 to the Songa Offshore offer registration. The fee table and offer terms shown are the same as in Amendment No. 1 (up to 68,629,366 shares and USD 575,803,000 of bonds); the fee note now just records that the $28.98 extra fee was paid on Nov 6, 2017. Any other changes are in truncated text not seen here.
6 Nov 2017business combination● Neutral
Amendment No. 1 to the Songa Offshore offer registration. It raises the maximum to 68,629,366 Transocean shares and USD 575,803,000 of exchangeable bonds, because the count of Songa shares covered grew to 192,109,971 (from 192,077,725). A small extra fee of $28.98 was paid. The offer terms (0.35724 shares plus USD 2.99726 of bonds per Songa share, or NOK 47.50 cash) are unchanged in the text seen.
4 Oct 2017business combination● NeutralMajor
Transocean Ltd. (now based in Zug, Switzerland) filed to register shares and bonds for a voluntary offer to buy all of Songa Offshore SE, a Norwegian-listed company. Each Songa share would get 0.35724 new Transocean shares plus USD 2.99726 of 0.5% Exchangeable Senior Bonds due 2022 (issued by Transocean Inc. and guaranteed by Transocean Ltd.), or alternatively NOK 47.50 in cash, capped at NOK 125,000 per shareholder. Up to 68,618,255 new Transocean shares and USD 575,707,000 of bonds could be issued, so existing Transocean shareholders would be diluted if the offer completes. The registration is not yet effective.
2 Mar 2009listing compliance notice▼ BadMajor
TRANSOCEAN INTERNATIONAL Ltd suspended its duty to file periodic reports with the SEC.
12 Jan 2009listing compliance notice● NeutralMajor
TRANSOCEAN INTERNATIONAL Ltd's exchange filed to remove a class of its securities from listing.
9 Dec 2008debt financing● NeutralMajor
On Dec 3, 2008 Transocean amended its $1.5 billion commercial paper program so it can keep issuing before and after the Swiss move, with Transocean Ltd. guaranteeing it afterwards; about $1.2 billion of notes were outstanding at a 4.88% average rate, and the program is backed by the $1.08 billion and $2 billion revolvers. This shows the program, set up in Dec 2007 with none issued at that time, is now heavily used. Separately, shareholders approved the redomestication on Dec 8, 2008; completion is estimated for Dec 18, 2008, subject to the Cayman court hearing on Dec 16.
5 Dec 2008production update● Neutral
Transocean furnished its Dec 5, 2008 monthly fleet update, which covers only new contracts and significant changes since the Nov 3 report. Visible entries include Jim Cunningham for ExxonMobil in Angola at $450,000/day from May 2009 to May 2012 (previously $372,000), and C. Kirk Rhein, Jr. for Burgundy in the Philippines at $550,000/day from Feb 2009. The exhibit is truncated and no financial results are reported; routine update.
26 Nov 2008debt financing● NeutralMajor
On Nov 25, 2008 Transocean signed a new 364-day, $1.08 billion revolving credit facility (JPMorgan agent) replacing the expiring $1.5 billion one, and amended its $2.0 billion five-year revolver and its $2.0 billion term loan. The amendments say the move to Switzerland will not be a default, and Transocean Ltd. will guarantee the debt after it completes. In exchange, margins rise on completion if the credit rating is unchanged: the five-year revolver from 0.26% to 1.1% and the term loan from 0.45% to 1.25%. This appears to resolve the open lender-waiver risk for the redomestication, though the filing does not use the word 'waiver'; the term loan is described as $2.0B here versus $1.925B borrowed in March (the filing does not explain the difference).
17 Nov 2008debt financing● Neutral
On Nov 17, 2008 Transocean said that because of the planned move of its parent company's incorporation to Switzerland, holders of its 2037 convertible senior notes (Series A 1.625%, Series B and C 1.50%) can convert them from Dec 3, 2008 until the 30th scheduled trading day after the move takes effect, which is expected Dec 18, 2008. Conversion stays at 5.9310 shares per $1,000 of notes (about $168.61 per share), with cash paid up to the principal amount and shares for any excess; after the move the notes convert into Swiss registered shares. This continues the redomestication thread; the filing gives no figure for how many notes will be converted.
3 Nov 2008material agreement● NeutralMajor
On Oct 31, 2008 the companies amended the Oct 9 merger plan for the move to Switzerland. The Swiss shares' par value will be the lesser of 30 Swiss francs and 30% of the closing New York price of a Cayman share just before the transaction, converted to francs and rounded down. Shareholders will vote at a Dec 8, 2008 meeting in Nassau, Bahamas, with a Cayman court hearing on Dec 16, 2008; the company says it expects to close soon after court approval and that its shares will stay listed on the NYSE as RIG. The company says it will continue to be subject to SEC reporting. Lender waivers are still listed as a risk. This continues the redomestication begun Oct 9.
3 Nov 2008production update● Neutral
Transocean furnished its Fleet Status Report dated Nov 3, 2008, which still lists ten rigs under construction. A notable change visible in the table is that ExxonMobil is now shown as the client for the HHI Drillship TBN, previously unnamed in the reports seen. Existing entries include Discoverer Deep Seas for Chevron at $499,000/day from Mar 2009 to Mar 2011 and GSF C.R. Luigs for BHP Billiton at $510,000/day from Sep 2009 to Nov 2013. The report is truncated and the filing text reports no financial results; otherwise routine.
10 Oct 2008business combination● NeutralMajor
On Oct 9, 2008 Transocean Inc. (Cayman) agreed a merger plan to move its parent holding company's place of incorporation from the Cayman Islands to a new Swiss company, Transocean Ltd. Each Cayman ordinary share would be exchanged for one Swiss share, with 16 million extra Swiss shares issued to Transocean-Cayman for use under incentive plans and warrants (including the $19 warrants already outstanding). The company also plans to move its headquarters from Houston and the Cayman Islands to Geneva, with 14 officers including the CEO relocating, and approved a five-year relocation package for relocating executives (housing, car and cost-of-living allowances, tax equalization). The deal still needs shareholder approval and the filing flags that lender waivers have not yet been obtained; this is a new thread.
8 Oct 2008production update● Neutral
Transocean furnished its Oct 8, 2008 interim fleet report, which covers only newly signed contracts, significant contract changes and out-of-service changes of 60 days or more. Visible entries include Paul B. Loyd, Jr. for BP in the UK North Sea at $480,000/day from May 2009 to Jul 2012, and Transocean Legend for Burgundy Oil in the Philippines at $550,000/day from Mar 2009. This follows the reporting format change announced in September; the filing text reports no financial results and the exhibit is truncated, so routine update.
3 Sept 2008production update● Neutral
Transocean said it will now issue a full fleet status report quarterly, with shorter monthly updates covering only newly signed contracts, significant contract changes and out-of-service changes of 60 days or more; the report refers to a 137-rig fleet (the context's earlier count was 140 at the Dec 2007 merger; the filing does not explain the difference). The Sept 2, 2008 update lists a handful of changes, such as Transocean Rather for Dong E&P in the UK North Sea at $515,000/day from Oct 2009 and Sedco 704 for Shell from Feb 2010 at $420,000/day. This is a change in reporting format, not a business event.
5 Aug 2008production update● Neutral
Transocean furnished its monthly Fleet Status Report dated August 5, 2008, still showing ten rigs under construction. The report adds estimated 2009 out-of-service time for some rigs (e.g. Discoverer Enterprise, 75 days in May 2009) and says it is changing how it reports 2009 downtime. The filing text carries no new transaction or financial results; routine update.
9 July 2008production update● Neutral
Transocean furnished its monthly Fleet Status Report dated July 9, 2008. The report now shows ten rigs under construction (up from nine in June), with a Petrobras 10000 drillship added and the unnamed 'GSF Drillship TBN 1' renamed 'HHI Drillship TBN'. Discoverer Spirit's Anadarko dayrate is shown at $500,000 (previously $497,000), and Deepwater Pathfinder now shows a Eni contract in the US Gulf of Mexico from Mar 2010 to Mar 2015 at $650,000/day. Otherwise routine contract updates.
6 June 2008production update● Neutral
Transocean furnished its monthly Fleet Status Report dated June 6, 2008. It now lists ten rig-construction slots in the headline count of nine (nine shown in the visible table) including Discoverer Clear Leader, Discoverer Americas (StatoilHydro, $475,000/day), Discoverer Inspiration (Chevron, $472,000) and the three Reliance drillships in India. Existing contracts shown are consistent with earlier reports (e.g. Discoverer Enterprise for BP at $520,000/day to Dec 2010; Deepwater Millennium for Anadarko in Brazil at $491,000 from May 2008). The filing text itself reports no new deal or financial result; routine update.
4 June 2008listing compliance notice▼ BadMajor
TRANSOCEAN INTERNATIONAL Ltd suspended its duty to file periodic reports with the SEC.
6 May 2008production update● Neutral
Transocean furnished its Fleet Status Report dated May 6, 2008. The report now lists nine rigs under construction (up from eight in April), including a 'Fifth Enhanced Enterprise-Class Drillship' for Reliance in India, and shows Deepwater Millennium moving to Brazil for Anadarko at $489,000 a day from May 2008. Other rigs are renamed (Dhirubhai Deepwater KG1 and KG2 for Reliance). Otherwise routine contract updates.
4 Apr 2008production update● Neutral
Transocean furnished its monthly Fleet Status Report dated April 4, 2008, with rig contract and dayrate details; the report shows eight rigs under construction. The filing text carries no new transaction or financial results; routine update.
18 Mar 2008debt financing● NeutralMajor
On March 13, 2008 Transocean entered into and borrowed $1.925 billion under a term credit facility with Citibank as administrative agent, ending March 13, 2010. Interest is at LIBOR plus 45 basis points (or a base rate), it can be prepaid without penalty, and it carries a leverage covenant through Sept 30, 2009 and a debt-to-tangible-capitalization covenant afterwards. The filing does not state what the money is for; it is an inference that it relates to the ongoing merger bridge loan repayment.
11 Mar 2008production update● Neutral
Transocean furnished its monthly Fleet Status Report dated March 10, 2008, listing rig locations, clients, contract dates and dayrates, including eight rigs under construction. The filing text itself gives no new deal or financial result; the rig-by-rig detail is in the exhibit (truncated here). Routine update.
21 Dec 2007debt financing● Neutral
On Dec 20, 2007 Transocean set up a private commercial paper program allowing up to $1.5 billion outstanding at once, with maturities up to 397 days, backed by the 364-day and five-year credit facilities. None had been issued as of Dec 20, and the bridge loan terms require proceeds to be used to repay the bridge loan (with a stated exception for refinancing paper or borrowings that originally repaid it). This continues the effort to pay off the merger bridge loan.
11 Dec 2007capital raising announcement● Neutral
This filing was made only to add exhibits (forms of the supplemental indentures and legal opinions from Baker Botts and Walkers) for the senior and convertible notes offerings already announced. It restates the offering sizes and expected Dec 11, 2007 closing but contains no new terms.