Post by Blitz on Apr 19, 2024 7:06:51 GMT -5
investor.deepwater.com/sec-filings
Excerpt:
Item 1.01 Entry into a Material Definitive Agreement. Revolving Credit Facility Amendment On April 18, 2024, Transocean Inc. (the “Company”), a wholly owned subsidiary of Transocean Ltd., Citibank, N.A., as administrative agent and collateral agent, certain lenders and, for the limited purposes set forth therein, Transocean Ltd. and certain of the Company’s subsidiaries entered into the sixth amendment (the “RCF Amendment”) to the Company’s credit agreement dated June 22, 2018 (as previously amended, the “Existing Credit Facility” and, as amended by the RCF Amendment, the “Revolving Credit Facility”).
The RCF Amendment amends the Existing Credit Facility to, among other things, (i) extend the scheduled maturity date of $510 million of revolving commitments thereunder from June 2025 to June 2028, (ii) reduce the total amount of revolving commitments thereunder from $600 million to $575 million (with the $65 million of non-extending commitments expiring in June 2025) and (iii) reduce the minimum liquidity covenant from $500 million to $200 million.
The foregoing description of the RCF Amendment does not purport to be complete and is qualified in its entirety by the RCF Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8K and is incorporated by reference herein.
Notes Closing On April 18, 2024, in connection with the closing of the previously announced offering by the Company (the “Offering”) of (i) U.S. $900 million in aggregate principal amount of 8.25% Senior Notes due 2029 (the “2029 Notes”) and (ii) U.S. $900 million in aggregate principal amount of 8.50% Senior Notes due 2031 (the “2031 Notes” and collectively with the 2029 Notes, the “Notes”), the Company entered into an indenture (the “Indenture”) with Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited, as guarantors (collectively, the “Guarantors”), and Truist Bank, as trustee (the “Trustee”).
The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis (the “Guarantees”). The 2029 Notes will mature on May 15, 2029, and the 2031 Notes will mature on May 15, 2031. The 2029 Notes bear interest at a rate of 8.250% per annum. The 2031 Notes bear interest at a rate of 8.500% per annum. Interest on the Notes will be paid on May 15 and November 15 of each year, beginning on November 15, 2024.
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 United 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, limit the Company’s ability to allow its subsidiaries to incur certain additional indebtedness, incur certain liens on its drilling rigs or drillships without equally and ratably securing the Notes, engage in certain sale and lease-back transactions covering any of its drilling rigs or drillships and 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 foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by the Indenture which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Excerpt:
Item 1.01 Entry into a Material Definitive Agreement. Revolving Credit Facility Amendment On April 18, 2024, Transocean Inc. (the “Company”), a wholly owned subsidiary of Transocean Ltd., Citibank, N.A., as administrative agent and collateral agent, certain lenders and, for the limited purposes set forth therein, Transocean Ltd. and certain of the Company’s subsidiaries entered into the sixth amendment (the “RCF Amendment”) to the Company’s credit agreement dated June 22, 2018 (as previously amended, the “Existing Credit Facility” and, as amended by the RCF Amendment, the “Revolving Credit Facility”).
The RCF Amendment amends the Existing Credit Facility to, among other things, (i) extend the scheduled maturity date of $510 million of revolving commitments thereunder from June 2025 to June 2028, (ii) reduce the total amount of revolving commitments thereunder from $600 million to $575 million (with the $65 million of non-extending commitments expiring in June 2025) and (iii) reduce the minimum liquidity covenant from $500 million to $200 million.
The foregoing description of the RCF Amendment does not purport to be complete and is qualified in its entirety by the RCF Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8K and is incorporated by reference herein.
Notes Closing On April 18, 2024, in connection with the closing of the previously announced offering by the Company (the “Offering”) of (i) U.S. $900 million in aggregate principal amount of 8.25% Senior Notes due 2029 (the “2029 Notes”) and (ii) U.S. $900 million in aggregate principal amount of 8.50% Senior Notes due 2031 (the “2031 Notes” and collectively with the 2029 Notes, the “Notes”), the Company entered into an indenture (the “Indenture”) with Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited, as guarantors (collectively, the “Guarantors”), and Truist Bank, as trustee (the “Trustee”).
The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis (the “Guarantees”). The 2029 Notes will mature on May 15, 2029, and the 2031 Notes will mature on May 15, 2031. The 2029 Notes bear interest at a rate of 8.250% per annum. The 2031 Notes bear interest at a rate of 8.500% per annum. Interest on the Notes will be paid on May 15 and November 15 of each year, beginning on November 15, 2024.
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 United 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, limit the Company’s ability to allow its subsidiaries to incur certain additional indebtedness, incur certain liens on its drilling rigs or drillships without equally and ratably securing the Notes, engage in certain sale and lease-back transactions covering any of its drilling rigs or drillships and 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 foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by the Indenture which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
