Each one in plain English, with the numbers worked through for a shareholder.
5 Dec 2007debt financing● NeutralMajor
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.
3 Dec 2007capital raising announcement● NeutralMajor
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.
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.
14 Nov 2007capital raising announcement▲ GoodMajor
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.
24 Oct 2007capital raising announcement● NeutralMajor
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.
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.
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.
On June 1, 2007 Transocean amended its $1.0 billion bank revolving credit agreement, extending its availability and maturity from July 8, 2011 to July 8, 2012 and clarifying how it may insure its fleet. Nothing was borrowed under it as of June 1, 2007; this is a longer-dated version of the revolver set up in 2005 and amended in May 2006.
On April 9, 2007 Transocean announced a deal with Pacific Drilling giving it the exclusive right to market two deepwater drillships under construction, plus an option to buy 50% of a joint venture company that would own them. It is only an option, and the filing says Transocean has discretion over whether to exercise it, so no purchase has happened yet.
On April 2, 2007 CEO Robert Long presented slides at the Howard Weil Energy Conference in New Orleans, furnished as Exhibit 99.1. The filing text itself contains no figures or new announcements; the substance is only in the slides, which are not reproduced here.
On March 21, 2007 Transocean posted a slide presentation (Exhibit 99.1) on its website because of technical difficulties with the related webcast. The filing text itself contains no figures; the substance is only in the slides, which are not reproduced here.
Capital Research and Management Company reported a TRANSOCEAN INTERNATIONAL Ltd shareholding of 15,339,600 shares (4.60% of votes) in a periodic institutional filing.
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.
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.
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.
On July 13, 2006 the compensation committee set new base salaries effective July 16, 2006: Long $850,000 (from $750,000), Cahuzac $515,000 (from $435,000), Cauthen $385,000 (from $360,000), Brown $365,000 (from $315,000), Newman $315,000. It also set 2006 target bonuses at 90%, 75%, 60%, 55% and 50% of base salary respectively; Cauthen's rose from 55% in the February filing.
