Transocean Ltd. announced that Transocean Titan Financing Limited (“Transocean Titan”), a wholly-owned indirect subsidiary of Transocean Ltd., commenced a private offering of U.S. $500 million in aggregate principal amount of senior secured notes due 2028 (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 and initially will operate the Deepwater Titan and will be secured by a lien on the Deepwater Titan and certain other assets related to the rig.
The timing of pricing and terms of the Notes are subject to market conditions and other factors. The net proceeds from the Notes will be used to partially finance the construction, acquisition, improvement, or alteration of the Deepwater Titan and to fund the initial debt service reserve.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (the “FinSA”) and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the Notes in the United States, shall not constitute an offer, solicitation, or sale of any securities in any jurisdiction where such offering or sale would be unlawful and does not constitute a prospectus pursuant to the FinSA. There shall not be any sale of the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
