TRANSOCEAN LTD. (NASDAQ:RIG) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 9, 2016, Transocean Ltd., a Swiss corporation
(Transocean), completed its previously announced merger (the
Merger) to the Agreement and Plan of Merger, dated as of July 31,
2016 (the Original Merger Agreement), and as amended on November
21, 2016 (the Amendment and the Original Merger Agreement as
amended by the Amendment, the MergerAgreement), by and among
Transocean, Transocean Partners Holdings Limited, a Cayman
Islands exempted company and an indirect, wholly owned subsidiary
of Transocean (Transocean Holdings), TPHL Holdings LLC, a
Marshall Islands limited liability company and a direct, wholly
owned subsidiary of Transocean Holdings (Merger Sub), and
Transocean Partners LLC, a Marshall Islands limited liability
company (Transocean Partners). to the Merger Agreement, Merger
Sub merged with and into Transocean Partners, with Transocean
Partners surviving the Merger as an indirect, wholly owned
subsidiary of Transocean.
A copy of the press release announcing the completion of the
Merger is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
Under the terms of the Merger Agreement, each common unit of
Transocean Partners outstanding immediately prior to the
effective time of the Merger (other than common units held by
Transocean, Transocean Partners, Transocean Holdings, Merger Sub
or any other subsidiary of Transocean) was converted into the
right to receive 1.2000 Transocean shares (the Exchange Ratio).
Under the Merger Agreement, each unvested time-based award of
Transocean Partners phantom units (except as described below) and
each performance-based Transocean Partners phantom unit award
granted prior to January 1, 2016 generally, immediately prior to
the effective time, became fully vested without any action on the
part of the award holder, Transocean Partners, Transocean or
Merger Sub and, as a result, each award holder was issued
(subject to applicable tax withholding) the applicable number of
Transocean Partners common units. Additionally, each
performance-based Transocean Partners phantom unit award granted
on or after January 1, 2016 was deemed to have vested in a number
of earned phantom units determined by multiplying 50% by the
number of target Transocean Partners performance-based phantom
units under such award, and as a result the award holder was
issued (subject to applicable tax withholding) a corresponding
number of Transocean Partners common units.Each time-based award
of Transocean Partners phantom units (except as described below)
that had vested but had not converted to Transocean Partners
common units, immediately prior to the effective time, became
fully vested without any action on the part of the award holder,
Transocean Partners, Transocean or Merger Sub and, as a result,
each award holder was issued (subject to applicable tax
withholding) the applicable number of Transocean Partners common
units. Such Transocean Partners common units were treated at the
effective time of the Merger the same as, and have the same
rights and subject to the same conditions as, the other
outstanding common units of Transocean Partners described above.
Notwithstanding the above, under the Merger Agreement, certain
awards of Transocean Partners phantom units that remained
outstanding immediately prior to the effective time ceased to
represent a right to acquire Transocean Partners common units,
and Transocean assumed such phantom unit awards which, as of the
effective time, represented the right to receive a number of
Transocean shares, subject to the terms of the applicable plan
and award agreement, equal to the number of Transocean Partners
common units that were subject to the award multiplied by the
Exchange Ratio (rounded down to the nearest whole Transocean
share). Following the effective time of the Merger, no holder
of an award of Transocean Partners phantom units that was
assumed by Transocean has any right to receive Transocean
Partners common units in respect of such phantom unit award or
any right to receive the merger consideration.
The foregoing description of the Merger Agreement does not
purport to be complete and is subject and qualified in its
entirety by reference to the full text of the Original Merger
Agreement, which was filed as Exhibit 2.1 to Transoceans
Current Report on Form 8-K filed with the Securities and
Exchange Commission (SEC) on August 1, 2016, and which is
incorporated herein by reference, and the Amendment, which was
filed as Exhibit 2.1 to Transocean Partners Current Report on
Form 8-K filed with the SEC on November 23, 2016 and which is
incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
|
|
Number |
Description |
|
2.1 |
Agreement and Plan of Merger among Transocean Ltd., |
|
2.2 |
Amendment to Agreement and Plan of Merger among |
|
99.1 |
Press Release Announcing Closing of the Merger |
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