ZUG, SWITZERLAND, Nov 29, 2011 (MARKETWIRE via COMTEX) --
Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today announced that it has
priced its previously-announced public offering of 26,000,000 of its
shares at a public offering price of U.S. $40.50 per share, or 37.32
Swiss francs per share at an exchange rate of 0.9215 Swiss francs per
U.S. $1.00. Transocean granted the underwriters a 30-day option to
purchase up to an additional 3,900,000 shares at the public offering
price (less the underwriting discount) solely to cover
over-allotments, if any. Net proceeds to Transocean from the sale of
the 26,000,000 shares, after underwriting discounts, estimated
offering expenses and the Swiss Federal Issuance Stamp Tax
(Emissionsabgabe), will be approximately U.S. $1,008 million.
Transocean intends to use the net proceeds from this offering to
partially refinance its acquisition of Aker Drilling ASA, which was
initially financed through the use of available cash and the
assumption of Aker's outstanding debt. In particular, this offering
will replenish cash that would be applied to the expected approximate
$1.7 billion in aggregate repurchase by Transocean Inc. of its 1.50%
Series B Convertible Senior Notes due December 2037. The offering is
expected to close on December 5, 2011, subject to customary closing
conditions.
Barclays Capital Inc. and Credit Suisse Securities (USA) LLC acted as
joint book-running managers in the equity offering. A prospectus
supplement related to the offering will be filed with the Securities
and Exchange Commission and be available on the SEC's website,
www.sec.gov. Copies of the prospectus supplement for the offering may
be obtained on the website of the Securities and Exchange Commission,
www.sec.gov, or by contacting Barclays Capital Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, New York, NY 11717, via
telephone at 888-603-5847, or by e-mailing:
Barclaysprospectus@broadridge.com or Credit Suisse Securities (USA)
LLC, Prospectus Department, at One Madison Avenue, New York, New York
10010, or by telephone at 1-800-221-1037.
The shares will be issued under a shelf registration statement filed
by Transocean Ltd. and Transocean Inc. with the Securities and
Exchange Commission on September 16, 2010, which became automatically
effective.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such state
or jurisdiction. This offering may only be made by means of a
prospectus supplement and related base prospectus.
Forward-Looking Statements
Statements included in this news release regarding purchases of the
Series B Convertible Senior Notes and the timing, use of proceeds and
other aspects of the offering are forward-looking statements that
involve certain assumptions. These statements involve risks and
uncertainties including, but not limited to, market conditions,
closing conditions, actions by holders of the Series B Convertible
Senior Notes, Transocean's results of operations and other factors
detailed in "Risk Factors" and elsewhere in Transocean's filings with
the Securities and Exchange Commission. Should one or more of these
risks or uncertainties materialize (or the other consequences of such
a development worsen), or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those forecasted
or expected. Transocean disclaims any intention or obligation to
update publicly or revise such statements, whether as a result of new
information, future events or otherwise.
About Transocean
Transocean is the world's largest offshore drilling contractor and
the leading provider of drilling management services worldwide. With
a fleet of 135 mobile offshore drilling units, excluding two
Ultra-Deepwater Drillships and four High-Specification Jackups under
construction, Transocean's fleet is considered one of the most modern
and versatile in the world due to its emphasis on technically
demanding segments of the offshore drilling business. Transocean owns
or operates a contract drilling fleet of 50 High-Specification
Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment
semisubmersibles and drillships), 25 Midwater Floaters, nine
High-Specification Jackups, 50 Standard Jackups and one swamp barge.
Notice to Swiss Investors
This document does not constitute an offer to buy or to subscribe for
securities of Transocean nor a prospectus within the meaning of
applicable Swiss law. The prospectus and prospectus supplement for
this offering are available in Switzerland free of charge from Credit
Suisse AG, Zurich, Switzerland (Facsimile +41 44 333 35 93, E-mail:
equity.prospectus@credit-suisse.com). Investors are advised to
consult their bank or financial adviser before making any investment
decision.
Notice to Investors in the European Economic Area
In any EEA Member State that has implemented Directive 2003/71/EC
(such Directive and amendments thereto, including Directive
2010/73/EU, to the extent implemented in each relevant Member State,
together with any applicable implementing measures in the relevant
home Member State, the "Prospectus Directive"), this communication is
only addressed to and directed at qualified investors in that Member
State within the meaning of the Prospectus Directive.
Notice to Investors in the United Kingdom
This communication is only being distributed to and is only directed
at (i) persons who are outside the United Kingdom or (ii) investment
professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or (iii) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as "relevant
persons"). The shares are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
shares will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this document or
any of its contents.
Stabilisation/FSA
SOURCE: Transocean Ltd.