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EX-99.1 - EX-99.1 - Transocean Partners LLCrigp_ex991.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 16, 2016

 

TRANSOCEAN PARTNERS LLC

(Exact name of registrant as specified in its charter)

 

Republic of the Marshall Islands

001-36584

66-0818288

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

File Number)

Identification No.)

 

40 George Street

 

London

 

England

 

United Kingdom

W1U 7DW

(Address of principal executive offices)

(zip code)

 

Registrant's telephone number, including area code: + 44 20 3675 8410

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction А.2. below):

 

☒    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

 

☐    Pre-commencement communications pursuant to Rule 13е-4(с) under the Exchange Act (17 CFR 240.1 3е-4(с))

 

 


 

Item 8.01. Other Events.

 

On November 16, 2016, Transocean Partners LLC, a Marshall Islands limited liability company (“Transocean Partners”), reconvened and adjourned, without a vote, Transocean Partners’ special meeting of common unitholders to vote on the proposed merger of Transocean Partners with an indirect, wholly owned subsidiary of Transocean Ltd., a Swiss corporation (“Transocean”), pursuant to an Agreement and Plan of Merger, dated as of July 31, 2016 by and among Transocean, Transocean Partners Holdings Limited, a Cayman Islands exempted company, TPHL Holdings LLC, a Marshall Islands limited liability company, and Transocean Partners. The special meeting was initially convened and adjourned, without a vote, on November 11, 2016.

 

The special meeting will reconvene on Tuesday, December 6, 2016, at 3:00 p.m. local time at Transocean Partners’ offices at 40 George Street, 4th Floor, London, England W1U 7DW, United Kingdom. The record date for common unitholders entitled to vote at the special meeting remains September 22, 2016.

 

A copy of the press release announcing the adjournment of the special meeting is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)  Exhibits.

 

 

 

Number

Description

99.1

Press Release Announcing Adjournment of Special Meeting

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

TRANSOCEAN PARTNERS LLC

 

 

Date: November 16, 2016

By:

/s/ Raoul F. Dias

 

Raoul F. Dias

 

Authorized Person

 

3


 

Index to Exhibits

 

Irst Qu

 

Number

Description

99.1

Press Release Announcing Adjournment of Special Meeting

 

4