White & Case Advises Transocean on Private Exchange and Purchase of Certain Existing Securities and Issuance of New Exchangeable Bonds and Warrants

Global law firm White & Case LLP has advised Transocean Ltd., a leading international provider of offshore contract drilling services for oil and gas wells, on its privately negotiated exchange and purchase agreements relating to certain of the 0.50% Exchangeable Senior Bonds due 2023 and certain of the 7.25% Senior Notes due 2025 issued by Transocean Inc., Transocean's wholly-owned subsidiary. In aggregate, these transactions provide Transocean with an incremental US$175 million in liquidity, further improving the flexibility of the company's balance sheet.

Pursuant to the exchange and purchase agreements, Transocean Inc. agreed to exchange (a) approximately US$73.0 million aggregate principal amount of its Existing Exchangeable Bonds for (i) approximately US$73.0 million aggregate principal amount of new 4.625% Senior Guaranteed Exchangeable Bonds due 2029 to be issued by Transocean Inc. and (ii) Warrants to subscribe for Transocean shares, CHF 0.10 per share, equal to 31.5% of the aggregate number of Transocean shares underlying such New Exchangeable Bonds, and (b) approximately US$43.3 million aggregate principal amount of its 2025 Priority Guaranteed Notes for approximately US$38.9 million aggregate principal amount of New Exchangeable Bonds. In addition, pursuant to the exchange and purchase agreements, Transocean Inc. agreed to sell approximately US$188.1 million aggregate principal amount of new and additional New Exchangeable Bonds and issue new and additional warrants to subscribe for Warrant Shares equal to 28.3% of the aggregate number of Transocean shares underlying such New Exchangeable Bonds. The transactions are expected to close on September 30, 2022, subject to customary closing conditions.

Transocean intends to use the proceeds from the sale of the Additional New Securities to repurchase approximately US$13.8 million in outstanding principal of the 2025 Priority Guaranteed Notes for approximately US$11.7 million plus accrued and unpaid interest, and for general corporate purposes, which may include the repurchase of additional debt securities of Transocean Inc., capital expenditures and working capital.

As a result of the transactions contemplated by the exchange and purchase agreements, and after giving effect to the expected use of proceeds described above, Transocean will have outstanding US$300 million aggregate principal amount of New Exchangeable Bonds and Warrants to purchase an aggregate number of Transocean shares equal to approximately 25.4% of the aggregate number of shares underlying the New Exchangeable Bonds. In addition, Transocean will have retired approximately US$73.0 million in outstanding principal of Existing Exchangeable Bonds and approximately US$57.1 million in outstanding principal of 2025 Priority Guaranteed Notes.

The White & Case team was led by Capital Markets partners Rafael Roberti, Jonathan Michels (both in New York) and A.J. Ericksen (Houston), and included Capital Markets associates Elizabeth Mapelli (New York), Stephen Perry, Rachel Collier and Christopher Carreon (all in Houston), and Debt Finance associate Dougal Forrest (New York).

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