Transocean will have the right to redeem the Senior Notes at any time prior to maturity at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest and a "make-whole premium."
As previously announced on December 3, Transocean intends to raise an additional $6 billion through the issuance of convertible senior notes due 2037 ("Convertible Notes"), issuable in three series (Series A, B and C, together the "Convertible Notes"). In addition, Transocean may issue up to an additional $600 million of Convertible Notes upon exercise of an overallotment option to be granted to the underwriters. Upon conversion, Transocean is obligated to settle the Convertible Notes by delivering cash up to the aggregate principal amount of the Convertible Notes to be converted and ordinary shares in respect of the remainder, if any, of Transocean's conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.
Transocean intends to use the $2.5 billion of proceeds from the proposed Senior Notes offering, together with up to $6.6 billion of the proceeds from its proposed Convertible Notes offering and $1.5 billion of borrowings under its $1.5 billion 364-day revolving credit facility, to repay a portion of the outstanding borrowings under Transocean's $15.0 billion bridge loan facility that were incurred to fund cash payments to shareholders in connection with Transocean's recently completed reclassification of its ordinary shares and merger with GlobalSantaFe Corporation.
Goldman, Sachs & Co. and Lehman Brothers Inc. are joint bookrunning managers for the Senior Notes offering, Citi is a joint bookrunning manager for the offering of 2013 Senior Notes and JPMorgan is a joint bookrunning manager for the offering of 2018 and 2038 Senior Notes. Goldman, Sachs & Co. and Lehman Brothers Inc. are joint bookrunning managers for the Convertible Notes offering, Citi is a joint bookrunning manager for the offering of Series A and C Convertible Notes and Credit Suisse is a joint bookrunning manager for the offering of Series B Convertible Notes.
The notes will be issued under a shelf registration statement filed by Transocean with the Securities and Exchange Commission on December 3, 2007, which became automatically effective.
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