Transocean Files 8K - Entry Into Definitive Agreement

Transocean Ltd. (RIG) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on December 08, 2016.

On December 8, 2016, in connection with the closing of the previously-announced offering by Transocean Proteus Limited (the "Issuer"), a wholly-owned indirect subsidiary of Transocean Ltd., of U.S. $625 million in aggregate principal amount of 6.25% senior secured notes due 2024 (the "Notes"), the Issuer entered into an indenture (the "Indenture") with Transocean Ltd., Transocean Inc. and Triton Capital I GmbH (collectively, the "Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee").

The Notes are secured by a lien on the Deepwater Proteus and certain other assets related to the rig. The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior basis (the "Guarantees"). The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws, and were offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the Unites States in compliance with Regulation S under the Securities Act.

The terms of the Notes are governed by the Indenture, which contains covenants that, among other things, (i) limit the activities of the Issuer, the collateral rig owner and the collateral rig operator, (ii) limit the ability of Transocean Inc. and its subsidiaries to incur liens and engage in certain sale and lease-back transactions, (iii) limit the ability of Transocean Inc.'s subsidiaries to incur indebtedness, and (iv) limit the ability of the Issuer and the Guarantors to consolidate, merge or enter into a scheme of arrangement qualifying as an amalgamation. The Indenture also contains customary events of default. Indebtedness under the Notes may be accelerated in certain circumstances upon an event of default as set forth in the Indenture.

The description above does not purport to be complete and is qualified in its entirety by the Indenture filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1451505/000145150516000266/rig-20161208x8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1451505/000145150516000266/0001451505-16-000266-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

(END) Dow Jones Newswires

December 08, 2016 16:49 ET (21:49 GMT)

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