History
Ocean Rig swapped about $3.7 billion of debt for new equity, cash and secured debt in 2017, then agreed in 2018 to be bought by Transocean.
2017: Restructuring the debt
The record opens in 2017 with Ocean Rig UDW, an offshore ultra-deepwater driller, trying to fix its balance sheet. Under a restructuring agreement dated March 23, 2017, about $3.7 billion of debt would be swapped for new equity in the company, about $288 million of cash and $450 million of new secured debt. This was to be done through Cayman court-supervised "schemes", which are deals that bind creditors if enough of them vote yes.
The path was not smooth at first. In May, a group of Drill Rigs Holdings (DRH) noteholders said it held a blocking position of over 25% and would stop that scheme as it stood. The schemes for UDW, DFH, DOV and DRH were nonetheless launched, backed by about 90% of affected claims at UDW, 99% at DFH, 97% at DOV and 57% at DRH. By June, DRH support had climbed to 81.6%, easing the concern.
Creditors voted on August 11 and approved all four schemes: UDW by more than 97% in value of those voting, the others by 100%. The Cayman court sanctioned them, with the orders filed on September 18, and on September 20 the U.S. Bankruptcy Court in New York gave them full force in the United States. The filings did not say how existing shareholders were treated. The share count falls from 160,888,606 in 2016 to 91,567,982 in 2017, but the beats do not explain that change.
2018: The Transocean merger
The record is quiet for the following months, apart from a March 2018 prepayment of $100 million on the new $450 million term loan, leaving $350 million outstanding.
On September 3, 2018, Ocean Rig signed a merger agreement with Transocean Ltd. Each Ocean Rig share would become 1.6128 new Transocean shares plus $12.75 in cash, and Ocean Rig would become an indirect wholly owned Transocean subsidiary. Closing needed shareholder approval at both companies, no material adverse effect, an end to the management services agreements with TMS Offshore Services, Swiss registration of Transocean's capital increase and an NYSE listing of the new shares. Holders of about 47.9% of Ocean Rig shares, roughly 43.8 million, signed support agreements. Ocean Rig would owe Transocean $90 million in specified cases, such as accepting a superior proposal. Transocean would owe $132.5 million if antitrust clearances failed, or $60 million of expenses if its own shareholders did not approve. The end date was March 31, 2019, extendable to September 3, 2019.
On November 29, 2018, Ocean Rig shareholders approved the deal: holders of 86.76% of shares voted, and 99.99% of those were in favour. As of that date the merger had not closed, and it still needed Transocean shareholder approval and regulatory clearances.
Written from the 9 story beats below (2017 to 29 Nov 2018), which come from the company's own announcements and filings.