Item 1.01Entry into a Material Definitive Agreement
On
The New 2027 Senior Guaranteed Notes are fully and unconditionally guaranteed,
jointly and severally, by the Guarantors on a senior unsecured basis (the
"Guarantees"). The New 2027 Senior Guaranteed Notes have not been registered
under the
The New 2027 Senior Guaranteed Notes are governed by the Indenture, which
contains covenants that, among other things, limit
The description above 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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information described in Item 1.01 regarding the New 2027 Senior Guaranteed Notes is incorporated herein by reference.
Item 8.01Other Events
The Exchange Offers expired at
Aggregate Principal Amount
Title of Existing Notes Total Consideration(2) Validly Tendered and Accepted(3)
6.375% Senior Notes due 2021(1)
$37,292,000 3.800% Senior Notes due 2022(1)$730.00 $136,031,000 7.25% Senior Notes due 2025$475.00 $207,099,000 7.50% Senior Notes due 2026$465.00 (4)$180,818,000 8.00% Senior Notes due 2027$455.00 $137,868,000 8.00% Debentures due 2027$375.00 $35,455,000 7.45% Notes due 2027$405.00 $35,456,000 7.00% Notes due 2028$375.00 $38,783,000 7.50% Notes due 2031$395.00 $192,210,000
6.80% Senior Notes due 2038
______________
The interest rate for the 2021 Notes, 2022 Notes and 2041 Notes was increased (1) to 8.375%, 5.800% and 9.35%, respectively, pursuant to the terms of the
applicable indenture. Consideration in the form of principal amount of New 2027 Senior Guaranteed
Notes per
interest, which will be paid in cash in addition to the applicable total consideration on the settlement date.
Excludes tendered notes not accepted in the Exchange Offers as a result of (3) the minimum denominations of the New 2027 Senior Guaranteed Notes and
rounding. Transocean's press release announcing the final results of the Exchange
Offers included a typographical error indicating the total consideration for
(4) the 2026 Notes was
consideration for the 2026 Notes pursuant to the Supplement, datedAugust 24, 2020 , to the Exchange Offer Memorandum and Consent Solicitation Statement, datedAugust 10, 2020 ).
Item 9.01Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofSeptember 11, 2020 , by and amongTransocean Inc. , theGuarantors andWells Fargo Bank, National Association 101 Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language 104 Cover Page Interactive Data File (formatted as inline XBRL).
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