TRANSOCEAN PARTNERS LLC (NASDAQ:RIGP) 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 Partners LLC, a Marshall Islands
limited liability company (Transocean Partners), 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 Merger Agreement), by and among 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), TPHL Holdings
LLC, a Marshall Islands limited liability company and a direct,
wholly owned subsidiary of Transocean Holdings (Merger Sub), and
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.
The information set forth in Item 3.03 of this Current Report on
Form 8-K isincorporated herein by reference.
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 Transocean Partners
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 21, 2016 and which is incorporated
herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On December 9, 2016, in connection with completion of the Merger,
Transocean Partners notified the New York Stock Exchange (the
NYSE) that trading in Company common units should be suspended
and listing of Company common stock on the NYSE should be
removed. On December 9, 2016, the NYSE filed with the SEC an
application on Form 25 to delist and deregister Transocean
Partners common units under Section 12(b) of the Securities
Exchange Act of 1934 (the Exchange Act). In addition, Transocean
Partners intends to file with the SEC a Form 15 requesting that
the reporting obligations of Transocean Partners under Sections
13(a) and 15(d) of the Exchange Act be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 2.01 and Item 3.01 of this
Current Report on Form 8-K is incorporated into this Item 3.03 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
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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.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As of the effective time of the Merger, Kathleen McAllister
ceased to be President, Chief Executive Officer and Chief
Financial Officer of Transocean Partners and Kathleen
McAllister, Glyn A. Barker, Brady K. Long, Michael D.
Lynch-Bell, Mark L. Mey, John K. Plaxton and Norman J.
Szydlowski each ceased to be directors of Transocean Partners.
Garry Taylor, Ian Paterson and David Walls were elected as
directors of Transocean Partners following the completion of
the Merger. Garry Taylor was appointed as the President, Chief
Executive Officer and Chief Financial Officer of Transocean
Partners following the completion of the Merger.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Number |
Description |
|
2.1 |
Agreement and Plan of Merger among Transocean Ltd., |
|
2.2 |
Amendment to Agreement and Plan of Merger among |
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