TRANSOCEAN PARTNERS LLC (NYSE:RIGP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On November 21, 2016, Transocean Partners LLC, a Marshall Islands
limited liability company (Transocean Partners), Transocean Ltd.,
a Swiss corporation (Transocean), Transocean Partners Holdings
Limited, a Cayman Islands exempted company and an indirect,
wholly owned subsidiary of Transocean (Transocean Holdings) and
TPHL Holdings LLC, a Marshall Islands limited liability company
and a direct, wholly owned subsidiary of Transocean Holdings
(Merger Sub) entered into an Amendment (the Amendment) to
theAgreement and Plan of Merger, dated as of July 31, 2016 (the
Merger Agreement), among Transocean Partners, Transocean,
Transocean Holdings and Merger Sub, to which Merger Sub will
merge with and into Transocean Partners (the Merger), with
Transocean Partners surviving the Merger as an indirect, wholly
owned subsidiary of Transocean.The Amendment increased the
exchange ratio from 1.1427 Transocean shares for each Transocean
Partners common unit not owned by Transocean or its subsidiaries
to 1.2000 Transocean shares.
A copy of the Amendment is filed as Exhibit 2.1 hereto and is
incorporated herein by reference.
A copy of the press release announcing the Amendment is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
This communication includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. The statements regarding the proposed transaction,
including its effects, benefits and costs savings, opinions,
forecasts, projections, expected timetable for completion,
expected distribution and any other statements regarding
Transocean Partners and Transoceans future expectations, beliefs,
plans, objectives, financial conditions, assumptions or future
events or performance that are not statements of historical fact,
are forward-looking statements within the meaning of the federal
securities laws. We can give no assurance that such expectations
will prove to have been correct. These statements are subject to
risks, uncertainties and assumptions including, among other
things, satisfaction of the closing conditions to the merger, the
risk that the contemplated merger does not occur, negative
effects from the pendency of the merger, the ability to realize
expected cost savings and benefits, failure to obtain the
required vote of the Transocean Partners common unitholders, the
timing to consummate the proposed transaction, the adequacy of
and access to sources of liquidity, Transocean Partners and
Transoceans inability to obtain drilling contracts for rigs that
do not have contracts, Transocean Partners and Transoceans
inability to renew drilling contracts at comparable dayrates,
operational performance, the impact of regulatory changes, the
cancellation of drilling contracts currently included in each
companys reported contract backlog, and other risk factors that
are discussed in Transocean Partners and Transoceans most recent
Annual Report on Form 10-Ks, as well as its other filings with
the SEC available at the SECs Internet site (www.sec.gov). Actual
results may differ materially from those expected, estimated or
projected.Forward-looking statements speak only as of the date
they are made, and we undertake no obligation to publicly update
or revise any of them in light of new information, future events
or otherwise.
Additional Information
This communication does not constitute an offer to buy or sell or
the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. INVESTORS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS, THE REGISTRATION STATEMENT, AND
OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC REGARDING THE
TRANSACTION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. These documents contain important
information about the proposed transaction that should be read
carefully before any decision is made with respect to the
proposed transaction. Investors may obtain free copies of these
documents and other documents filed with the SEC by Transocean
Partners and Transocean through the website maintained by the SEC
at www.sec.gov. Copies of the documents filed with the SEC by
Transocean are available free of charge on Transoceans internet
website at: www.deepwater.com. Copies of the documents filed with
the SEC by Transocean Partners are available free of charge on
the Transocean Partners internet website at:
www.transoceanpartners.com. You may also read and copy any
reports, statements and other information filed by Transocean and
Transocean Partners with the SEC at the SEC public reference room
at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please
call the SEC at (800) 732-0330 or visit the SECs website for
further information on its public reference room.
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Participants in Solicitation
Transocean Partners, Transocean, their respective directors and
certain of their respective executive officers may be
considered, under SEC rules, participants in the solicitation
of proxies in connection with the proposed transaction.
Information about the directors and executive officers of
Transocean Partners is set forth in its Annual Report on Form
10-K for the year ended December 31, 2015, which was filed with
the SEC on February 25, 2016, and its proxy statement for its
2016 annual meeting of unitholders, which was filed with the
SEC on March 17, 2016, and in the joint proxy
statement/prospectus, which was filed with the SEC on October
6, 2016. Information about the directors and executive officers
of Transocean are set forth in its Annual Report on Form 10-K
for the year ended December 31, 2015, which was filed with the
SEC on February 25, 2016, and its proxy statement for its 2016
annual general meeting of shareholders, which was filed with
the SEC on March 18, 2016. These documents can be obtained free
of charge from the sources indicated above. Additional
information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests in the transaction, by security holdings or
otherwise, is contained in the proxy statement/prospectus and
other relevant materials that may be filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
|
Number |
Description |
|
2.1 |
Amendment to Agreement and Plan of Merger among |
|
99.1 |
Press Release Announcing Amendment |
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About TRANSOCEAN PARTNERS LLC (NYSE:RIGP)
Transocean Partners LLC a limited liability company. The Company is formed by Transocean Partners Holdings Limited and a subsidiary of Transocean Ltd. (Transocean), to own, operate and acquire advanced offshore drilling rigs. The Company’s assets consist of over 50% ownership interest in each of the entities that owns and operates over three ultra-deepwater drilling rigs that are operating in the U.S. Gulf of Mexico, which include Discoverer Clear Leader, Discoverer Inspiration and Development Driller III. The Company owns or has partial ownership interests in, and operated over 60 mobile offshore drilling units, including approximately 30 ultra-deepwater floaters, over seven harsh environment floaters, approximately five deepwater floaters, over 10 midwater floaters and approximately 10 high-specification jackups. Transocean also has approximately six ultra-deepwater drillships and over five high-specification jackups under construction. TRANSOCEAN PARTNERS LLC (NYSE:RIGP) Recent Trading Information
TRANSOCEAN PARTNERS LLC (NYSE:RIGP) closed its last trading session up +0.47 at 13.01 with 757,764 shares trading hands.
