TRANSOCEAN LTD. (NYSE:RIG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On November 21, 2016, Transocean Ltd., a Swiss corporation
(Transocean), Transocean Partners LLC, a Marshall Islands limited
liability company (Transocean Partners), 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 the Agreement and Plan of Merger, dated as of July
31, 2016 (the Merger Agreement), among Transocean, Transocean
Partners, 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
Transoceans and Transocean Partners 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, Transoceans and Transocean
Partners inability to obtain drilling contracts for rigs that do
not have contracts, Transoceans and Transocean Partners 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
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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.
Participants in Solicitation
Transocean, Transocean Partners, 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 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, its proxy statement for its 2016 annual
general meeting of shareholders, which was filed with the SEC
on March 18, 2016. 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. 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 LTD. (NYSE:RIG)
Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company’s primary business is to contract its drilling rigs, related equipment and work crews primarily on a day rate basis to drill oil and gas wells. The Company operates through the contract drilling services segment. The Company specializes in technically demanding regions of the global offshore drilling business with a particular focus on deepwater and harsh environment drilling services. Its mobile offshore drilling fleet consists of floaters and high-specification jackups used in support of offshore drilling activities and offshore support services across the world. The Company owns or has partial ownership interests in and operates over 60 mobile offshore drilling , including approximately 30 ultra‑deepwater floaters, over seven harsh environment floaters, over five deepwater floaters, over 10 midwater floaters and approximately 10 high-specification jackups. TRANSOCEAN LTD. (NYSE:RIG) Recent Trading Information
TRANSOCEAN LTD. (NYSE:RIG) closed its last trading session up +0.45 at 11.66 with 14,752,642 shares trading hands.
