TRANSOCEAN INTERNATIONAL Ltd

TRANSOCEAN INTERNATIONAL Ltd's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

the exchange certified TRANSOCEAN INTERNATIONAL Ltd's securities for listing, clearing them to begin trading.

listing compliance notice

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.

business combination

TRANSOCEAN INTERNATIONAL Ltd suspended its duty to file periodic reports with the SEC.

listing compliance notice

TRANSOCEAN INTERNATIONAL Ltd's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

debt financing

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).

debt financing

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.

material agreement

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.

business combination

TRANSOCEAN INTERNATIONAL Ltd suspended its duty to file periodic reports with the SEC.

listing compliance notice

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.

debt financing

Transocean signed underwriting agreements (Dec 4 and 5, 2007) for the senior notes and for $2 billion each of three series of convertible senior notes due 2037 (1.625% Series A, 1.50% Series B and C), with an option for up to $200 million more of each. The convertibles start at a conversion price of about $168.61 per share, a 32.5% premium to the $127.25 close on Dec 5, and principal is settled in cash with any excess in shares, so share dilution only arises if the price rises well above that level. Net proceeds of about $5.94 billion (convertibles) and $2.47 billion (senior notes), plus $1.5 billion from the 364-day revolver, are meant to repay part of the bridge loan; closing is expected around Dec 11.

debt financing

To pay down the $15.0 billion bridge loan used for the cash paid to shareholders in the merger, Transocean signed a $1.5 billion 364-day revolving credit facility on Dec 3, 2007 (LIBOR +0.28% at current rating) and priced $2.5 billion of senior notes: $0.5B 5.25% due 2013, $1.0B 6.00% due 2018 and $1.0B 6.80% due 2038, expected to close Dec 11. It also said it intends to raise a further $6 billion of convertible notes and to use the proceeds plus $1.5 billion of the new revolver to repay part of the bridge loan. This continues the merger financing thread and replaces short-term bridge debt with longer-term debt.

debt financing

Transocean issued about 315,941,000 ordinary shares in the reclassification and GlobalSantaFe merger, exempt from registration under Section 3(a)(10). It also issued 65,455 shares on conversion of $8,025,000 of Zero Coupon debentures between Nov 10 and 15, 2007. On Nov 15 the remaining $18,000 Zero Coupon and $3,118,000 1.5% debentures were redeemed for $3,130,785, which closes the convertible debenture thread.

capital raising announcement

On November 27, 2007 Transocean completed the GlobalSantaFe merger agreed in July: GlobalSantaFe merged into Transocean Worldwide by a Cayman scheme of arrangement, and Transocean shares were reclassified just before. This resolves the pending-merger thread. Alongside it Transocean signed a new $2.0 billion five-year revolving credit facility (JPMorgan agent, LIBOR +0.26% at current rating) and ended its prior $1.0 billion revolver (no termination penalty), amended the warrant agreement so warrant holders get the post-reclassification consideration, had Transocean Worldwide assume GlobalSantaFe's 5% notes due 2013 (~$250M outstanding), noted ~$300M of Global Marine 7% notes due 2028 outstanding (Transocean has not guaranteed either), and set up a two-year severance plan for certain US shore-based employees of both companies. The filing text provided is cut off before the share-exchange details and closing mechanics.

business combination

Both Transocean and GlobalSantaFe shareholders approved the proposed merger on November 9, 2007. Completion is still estimated by end of 2007 and still needs certain regulatory clearances and Cayman court approval. Separately, between Oct 27 and Nov 9, 2007 holders converted $150,000 of Zero Coupon and $332,774,000 of 1.5% convertible debentures into 1,223 and 4,613,094 new ordinary shares respectively, which adds shares and reduces that debt.

capital raising announcement

On October 18, 2007 Transocean exercised its option from the April 2007 Pacific Drilling deal, after obtaining a drilling commitment for one of the two drillships. It paid about $238 million for a 50% interest in the joint venture plus a promissory note from it, representing 50% of the documented drillship costs. From October 18, 2010 Pacific Drilling can exchange its half for Transocean shares or cash (shares capped below 15% of those outstanding), so this could later dilute shareholders.

capital raising announcement

On September 28, 2007 Transocean signed the one-year $15.0 billion bridge loan with Goldman Sachs Credit Partners, Lehman Brothers and other lenders that had been committed in July for the GlobalSantaFe merger. Nothing is borrowed yet, borrowing is expected only at about the time the merger takes effect, and the margin is 0.4% over LIBOR at current ratings. Transocean says it will likely seek to refinance it before the year is up. The same filing announces shareholder meetings for Nov 9, 2007, with a Cayman court hearing on Nov 20, 2007 and completion still estimated by end of 2007.

debt financing

On July 21, 2007 Transocean agreed to merge with GlobalSantaFe. Each Transocean share would become 0.6996 new shares plus $33.03 in cash, and each GlobalSantaFe share would get 0.4757 Transocean shares plus $22.46 in cash, with about 318 million Transocean shares expected afterwards. Goldman Sachs and Lehman have committed a $15.0 billion one-year bridge loan to fund the cash, and closing is targeted by year-end, subject to shareholder votes, regulatory clearances and financing. The board would have 14 members (seven from each company), with GlobalSantaFe's Robert Rose as Chairman, Robert Long staying CEO and Jon Marshall as President and COO; a $300 million termination fee applies under specified circumstances. The filing also says Transocean expects to call its two convertible debenture issues for redemption before closing, and that warrant holders would get the same shares-plus-cash treatment.

business combination

On November 27, 2006 Transocean settled a dispute with TODCO, the former subsidiary it listed in 2004, over their Tax Sharing Agreement. TODCO will pay Transocean 55% of the value of tax deductions from exercises of Transocean stock options by TODCO's current and former employees and directors, and gets a $2.9 million federal tax benefit. Transocean expects to recognize about $50 million of revenue, net of tax, in the fourth quarter of 2006 that had been deferred pending the dispute.

material agreement

On August 29, 2006 Transocean agreed with a group of underwriters led by Goldman Sachs to sell $1.0 billion of Floating Rate Notes due September 5, 2008, with closing expected around September 5, 2006. The notes pay three-month LIBOR plus 0.20%, adding new debt that matures the same year as the new term credit facility; the filing does not state how the proceeds will be used.

debt financing

On August 30, 2006 Transocean signed a new $1.0 billion multi-draw term credit facility led by JPMorgan Chase, ending August 29, 2008, priced at LIBOR plus 30 basis points with a 6.5 basis point fee on unused amounts. Nothing was borrowed as of that date, so it adds borrowing capacity alongside the July 2005 $500 million revolver.

debt financing

Transocean closed a December 22, 2004 public sale of 14,950,000 TODCO Class A shares at $18.00 each, receiving about $257.4 million net, which it plans to use to reduce corporate debt and for general purposes. After the sale and converting its remaining 13,310,000 Class B shares to Class A, Transocean owns about 22% of TODCO, no longer has majority voting control, and will stop consolidating TODCO and use the equity method instead. This completes the TODCO sell-down that began with a February 2004 IPO (about $155.7 million net) and a September 2004 offering (about $269.9 million net). The filing includes pro forma financials.

asset acquisition disposition

Transocean filed a registration statement offering to swap six series of R&B Falcon notes (about $1.48 billion principal, due 2003 to 2018) for new Transocean notes with the same principal, rates and maturities, while also seeking holder consents to amend the old indentures. This moves debt of the R&B Falcon subsidiary acquired in the 2001 merger up to Transocean itself; the document is a preliminary draft and the deadlines are left blank.

business combination

Transocean sold $700 million of 6.625% notes due 2011 and $600 million of 7.500% notes due 2031 in a private placement that closed April 5, 2001, for expected net proceeds of about $1,283 million. The money is meant to fund R&B Falcon's tender offer for its 11.375% Senior Secured Notes due 2009 and the redemption of its 11% and 12.25% notes due 2006, plus general corporate purposes, so it replaces the debt taken on in the merger with new Transocean debt.

capital raising announcement

Transocean completed the R&B Falcon merger on January 31, 2001, issuing 106,062,740 ordinary shares at 0.5 per R&B Falcon share and expecting to assume warrants and options for up to 13,219,717 more shares; this resolves the pending deal. The shareholder-approved changes from the December 12, 2000 meeting (authorized shares 300M to 800M, board up to 13, larger incentive and stock purchase plan reserves) are confirmed, and three former R&B Falcon directors joined the board. Management also guided to a very weak first quarter (break-even to $.05 per share), 2001 earnings of $1.33 to $1.78 per share for the combined company (it called analyst consensus of $1.82 standalone high by at least 10%), and disclosed that Elf Exploration-Angola gave notice of termination of the three-year Sedco Express contract and that the Cajun Express contract with Marathon has a March 31, 2001 cancellation option under discussion.

asset acquisition disposition

Transocean amended the merger registration statement again (Amendment No. 2), raising the maximum shares registered to 119,146,879 and now expecting to issue about 106 million shares, about 33% of the shares outstanding after the merger (up from about 100 million and 32% earlier). The exchange ratio is unchanged at 0.5, and both shareholder meetings are set for December 12, 2000.

business combination

Transocean filed the registration statement (Form S-4) and draft joint proxy statement/prospectus for the R&B Falcon merger, registering up to 110,328,650 ordinary shares for the 0.5-for-1 exchange. It says about 100 million shares would be issued, roughly 32% of the shares outstanding after the merger, and that Transocean shareholders will vote on raising authorized shares to 800,000,000, a board of up to 13 members, and larger share reserves for its incentive plan (13.3 million to 19.5 million) and employee stock purchase plan (750,000 to 1.5 million). Meeting dates were left blank; this document is not yet final.

business combination

Transocean Sedco Forex agreed on August 19, 2000 to acquire R&B Falcon Corporation in an all-stock deal: each R&B Falcon share becomes 0.5 Transocean ordinary shares (about 100 million new shares per the press release, with an estimated total transaction value of $8.8 billion including about $3.0 billion of R&B Falcon debt). Closing needs approval from both companies' shareholders, antitrust clearance, a $105 million R&B Falcon share offering used to partly redeem its 13.875% preferred stock, and investment-grade ratings on certain R&B Falcon debt; the press release expects closing by the end of the first quarter of 2001. Existing Transocean shareholders keep their shares but would own a smaller share of the combined company.

business combination