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EX-99.1 - EX-99.1 - Transocean Ltd. | ex-99d1.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): October 4, 2017
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
Switzerland |
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000-53533 |
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98-0599916 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
incorporation or organization) |
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File Number) |
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Identification No.) |
Turmstrasse 30 |
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6300 Zug |
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Switzerland |
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CH-6300 |
(Address of principal executive offices) |
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(zip code) |
Registrant’s telephone number, including area code: +41 (22) 930-9000
(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 A.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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD
On October 4, 2017, Transocean Ltd. announced that Transocean Inc., its wholly-owned subsidiary, commenced an offering (the “Offering”) of US$750 million aggregate principal amount of senior unsecured notes due 2026 to eligible purchasers under Rule 144A/Regulation S of the Securities Act of 1933, as amended. The notes will be guaranteed by Transocean Ltd. and certain of Transocean Inc.’s subsidiaries.
Transocean Inc. intends to use the proceeds from the Offering to repay in full and retire its 2017 Notes (as defined in the offering memorandum) upon the maturity thereof on October 15, 2017, to redeem all of its outstanding 2018 Notes (as defined in the offering memorandum) and to repay in full the amounts outstanding under its Eksportfinans Loans due January 2018, as described in the offering memorandum. The remaining proceeds of the Offering are intended to be used for general corporate purposes.
A copy of the press release announcing the Offering is furnished herewith as Exhibit 99.1and is incorporated herein by reference.
In connection with the Offering, Transocean Ltd. disclosed in the offering memorandum related to the Offering that based on information available to management as of the date of the offering memorandum, it does not expect that its results of operations for the quarterly period ended September 30, 2017 will negatively compare to the guidance for such quarterly period that Transocean Ltd. has publicly disclosed on its August 3, 2017 earnings call. Such statements, however, are based on management's internal reporting, and its financial results for the quarterly period ended September 30, 2017 are not yet finalized and the closing procedures for that quarter are not yet complete. As such, Transocean Ltd.'s actual results may be materially different from such expectations and undue reliance should not be placed on such expectations. In addition, such expectations are not necessarily indicative of Transocean Ltd.'s results for any future period. No independent public accounting firm has performed any procedures with respect to the preliminary data for the quarterly period ended September 30, 2017, nor have they expressed any opinion or other form of assurance on such information.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Transocean Ltd. filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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Press Release Announcing Offering of Notes |
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.
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TRANSOCEAN LTD. |
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Date: October 4, 2017 |
By |
/s/ Daniel Ro-Trock |
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Daniel Ro-Trock |
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Authorized Person |
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