19 Dec 2016listing compliance notice▼ BadMajor
Transocean Partners LLC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
9 Dec 2016listing compliance notice● NeutralMajor
Transocean Partners LLC's exchange filed to remove a class of its securities from listing.
9 Dec 2016asset acquisition disposition● NeutralMajor
On December 9, 2016 the merger with Transocean Ltd. closed, with Transocean Partners surviving as an indirect wholly owned subsidiary of Transocean. Each public common unit was converted into 1.2000 Transocean shares (the raised ratio from the November 21 amendment). The NYSE filed to delist the units and the company intends to file a Form 15 to suspend its reporting obligations. All of the company's directors and the CEO/CFO (Kathleen McAllister) left; Garry Taylor became President, CEO and CFO, with Ian Paterson and David Walls elected as directors. This resolves the merger thread: public unitholders are bought out for Transocean shares and the units no longer trade.
21 Nov 2016business combination▲ GoodMajor
On November 21, 2016 Transocean Ltd. and Transocean Partners amended the July 31 merger agreement, raising the payment to public unitholders from 1.1427 to 1.2000 Transocean shares per common unit (about 23.8 million shares to be issued in total). The conflicts committee approved the increase and the board and committee recommend a 'FOR' vote. Approval by about 9.9 million (~50.1%) of the ~19.7 million public units is still required, and the adjourned meeting reconvenes December 6, 2016; the company expects closing in early December 2016. This changes the terms of the pending buyout after the earlier votes fell short of the threshold (the filing itself does not state why the ratio was raised).
16 Nov 2016business combination● NeutralMajor
On November 16, 2016 the meeting was reconvened and adjourned again without a vote, to December 6, 2016 at 3:00 p.m. in London. The company continues to solicit proxies and says a non-vote is effectively a 'No'. The filing does not give a new vote count, so the merger still has not been approved.
14 Nov 2016business combination● NeutralMajor
The November 11 unitholder meeting was opened and adjourned without a vote, and will reconvene November 16, 2016, to gather more votes. A preliminary count showed about 46.8% of public common units intending to vote for the merger, short of the roughly 50.1% required, and about 7.4 million units (about 37.6%) had not submitted a proxy. The company says about 75% of the units that did submit proxies were in favour. The vote threshold was not yet met.
6 Oct 2016business combination● NeutralMajor
The definitive proxy statement/prospectus, mailed around October 6, 2016, asks unitholders to vote on the Transocean merger at the November 11 meeting. It repeats the fixed 1.1427 Transocean shares per common unit, which it values at about $250 million in total at the July 29 price, and says public holders would own about 5.8% of Transocean afterwards. Approval needs 31,084,637 of 40,914,962 common units; Transocean's unit holder (21,254,310 units) has committed to vote for it, so another 9,830,327 units (about 50.1% of the public units) are needed, and non-votes count as 'against'. The conflicts committee and board unanimously recommend voting for it, and the units would stop trading publicly after closing.
5 Oct 2016business combination● Neutral
The company announced a special meeting of common unitholders on November 11, 2016 at 3:00 p.m. in London to vote on the July 31 merger with Transocean, open to holders of record as of September 22, 2016. A proxy statement with details was still to be filed. This is a procedural step in the pending merger and does not change its terms.
1 Aug 2016business combination● NeutralMajor
On July 31, 2016 Transocean Partners agreed to be acquired by its parent Transocean Ltd. Each public common unit not held by Transocean would convert into 1.1427 Transocean shares (a fixed ratio), with about 22.7 million Transocean shares to be issued. Closing needs approval by about 50.1% (roughly 9.9 million) of the ~19.7 million common units not held by Transocean, an effective S-4 registration statement and NYSE listing of the new shares. The Q3 2016 distribution will be at least $0.3625 per unit unless the conflicts committee approves otherwise. A $15 million termination fee or up to $2.5 million of expense reimbursement may be payable by the company to Transocean in certain terminations, and either side can terminate if the merger is not completed by January 31, 2017. This turns the 'possible dropdowns' thread into a buyout of the public units by the parent.
21 July 2016production update● Neutral
The July 21, 2016 fleet status report shows the same contracts and dayrates as April, with no out-of-service days listed for 2016. Q1 2016 fleet revenue efficiency was 93%, with Clear Leader at 83% (down from 103% in Q4 2015) and Inspiration at 97%. Development Driller III's BP contract is still listed as ending Nov-16, so the filing gives no information on what follows it.
22 Apr 2016production update● Neutral
The April 21, 2016 fleet status report shows no change to the three rigs' contracts: Inspiration $585,000/day to Mar-20, Clear Leader $581,000/day to Oct-18, and Development Driller III (BP) $422,000/day to Nov-16, with no out-of-service days listed for 2016. Q4 2015 fleet revenue efficiency was 98% and full-year 2015 was 94%, compared with 95% for 2014.
11 Feb 2016production update● Neutral
The February 11, 2016 fleet status report is now visible. Discoverer Inspiration (Chevron, USGOM) is listed on a Mar-15 to Mar-20 contract at $585,000/day (previous $523,000), with 18 out-of-service days in Q1 2015. Discoverer Clear Leader (Chevron) is listed at $581,000/day from Nov-14 to Oct-18 (previous $569,000), which is below the $590,000/day noted in the 2014 report. Development Driller III (BP) is listed at $422,000/day to Nov-16, below the $431,000 noted in 2014. Revenue efficiency was 42% for Inspiration in Q3 2015 and 78% for the fleet overall, versus 94% for full-year 2015. The filing also shows the principal office has moved to 40 George Street, London, from Aberdeen.
26 Oct 2015production update● Neutral
Monthly fleet status report filing dated October 26, 2015, covering the company's three ultra-deepwater floaters. Only the cover page is provided; the exhibit's contents are not included, so no changes can be stated.
22 Sept 2015production update● Neutral
Monthly fleet status report filing dated September 22, 2015, covering the company's three ultra-deepwater floaters. Only the cover page is provided; the exhibit's contents are not included, so no changes can be stated.
20 Aug 2015production update● Neutral
Monthly fleet status report filing dated August 19, 2015, covering the company's three ultra-deepwater floaters. Only the cover page is provided; the exhibit's contents are not included, so no changes can be stated.
15 July 2015production update● Neutral
Monthly fleet status report filing dated July 15, 2015, covering the company's three ultra-deepwater floaters. Only the cover page is provided; the exhibit's contents are not included, so no changes can be stated.
22 June 2015production update● Neutral
Monthly fleet status report filing dated June 22, 2015, covering the company's three ultra-deepwater floaters. The text provided is only the cover page; the exhibit's contents are not included, so no changes can be stated.
18 May 2015production update● Neutral
Monthly fleet status report filing for May 18, 2015, covering the company's three ultra-deepwater floaters. The text provided is only the cover page; the exhibit's contents are not included, so no changes can be stated.
16 Apr 2015production update● Neutral
Monthly fleet status report filing for April 16, 2015, covering the company's three ultra-deepwater floaters. The text provided is only the cover page; the exhibit's contents are not included, so no changes can be stated.
18 Mar 2015production update● Neutral
Monthly fleet status report filing for March 18, 2015, covering the company's three ultra-deepwater floaters. The text provided is only the cover page; the exhibit's contents are not included, so no changes can be stated.
17 Feb 2015production update● Neutral
Monthly fleet status report filing for February 17, 2015, covering the company's three ultra-deepwater floaters. The text provided is only the cover page; the exhibit's contents are not included, so no changes can be stated.
16 Jan 2015production update● Neutral
Monthly fleet status report filing for January 15, 2015, covering the company's three ultra-deepwater floaters. The text provided is only the cover page; the exhibit's contents are not included, so no changes can be stated.
19 Dec 2014production update● Neutral
Monthly fleet status report filing for December 18, 2014, covering the company's three ultra-deepwater floaters. The text provided is only the cover page; the exhibit's contents are not included, so no changes can be stated.
18 Nov 2014production update● Neutral
Monthly fleet status report filing for November 18, 2014, covering the company's three ultra-deepwater floaters. The text provided is only the cover page; the exhibit's contents are not included, so no changes can be stated.
15 Oct 2014production update● Neutral
Monthly fleet status report filing for October 15, 2014, covering the company's three ultra-deepwater floaters. The text provided is only the cover page; the exhibit's contents are not included, so no changes can be stated.
22 Sept 2014production update● Neutral
Monthly fleet status report filing for September 22, 2014, covering the company's three ultra-deepwater floaters. The text provided is only the cover page; the exhibit's contents are not included, so no changes can be stated.
21 Aug 2014production update● Neutral
The company furnished its first fleet status report in the record, covering three ultra-deepwater floaters: Discoverer Inspiration (Chevron, contract to Mar-15 at $526,000/day, then a Chevron contract to Mar-20 at $585,000/day), Discoverer Clear Leader (Chevron, a new contract Sep-14 to Aug-18 at $590,000/day, up from $569,000) and Development Driller III (BP, to Nov-16 at $431,000/day). It notes Clear Leader expects 14-18 days of blowout preventer maintenance plus 21 days of survey downtime in Q3 2014, with Transocean agreeing to indemnify the company for lost revenue up to $100 million from those events.
5 Aug 2014asset acquisition disposition● NeutralMajor
The IPO closed on August 5, 2014: parent Transocean Partners Holdings Limited sold 20,125,000 common units at $22.00 each (including 2,625,000 units from the underwriters' option, exercised August 4), with Morgan Stanley and Barclays as representatives of the underwriters. Alongside it, the company and its rig-owning subsidiaries signed an omnibus agreement with Transocean under which Transocean agreed not to own rigs built in 2009 or later that are on contracts of five or more years unless it offers them to the company, with exceptions; the company in turn agreed not to own rigs that fall outside that category unless it offers them to Transocean. This follows the registration, listing and director-sale filings and sets the rules for future rig dropdowns.
30 July 2014listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Transocean Partners LLC's securities for listing, clearing them to begin trading.