Each one in plain English, with the numbers worked through for a shareholder.
17 Oct 2019production update● Neutral
Transocean filed its regular fleet status report dated October 17, 2019. It lists 28 ultra-deepwater rigs and shows only one rig under construction (JSPL TBN 1) besides Deepwater Titan, so Ocean Rig Crete and Santorini no longer appear as newbuilds. Several Ocean Rig vessels are renamed with a Deepwater prefix, and Deepwater Orion is shown idle from October 2019. Discoverer India's Burullus rate rises to $170,000 from December 2019.
On July 29, 2019, Transocean Inc. guaranteed the 7% notes due 2028 issued by its subsidiary Global Marine, and a lawsuit the trustee had brought against Global Marine over these notes was dismissed with prejudice the same day. The holder of a majority of the notes also waived any default tied to the lawsuit's claims, so this earlier dispute is resolved. The filing gives no dollar amount for the notes.
Transocean filed its regular quarterly fleet status report dated July 25, 2019, listing each rig's customer, contract dates and dayrate. It shows Deepwater Titan (the former JSPL TBN 2) with Chevron from Q4 2021 to Q4 2026 at $455,000, Transocean Norge on Equinor at $277,000 from July 2019 rising to $287,000 from November 2019, and Discoverer Clear Leader stacked in June 2019. Ocean Rig Crete and Santorini are still listed as under construction.
On July 15, 2019, Transocean Inc. amended its June 2018 revolving credit facility with Citibank as agent, adding a lender and raising total commitments from $1.36 billion to $1.37 billion. The facility's accordion feature allows commitments to reach up to $1.5 billion. The filing refers to an earlier May 13, 2019 amendment; the original facility was $1.0 billion, so commitments have grown since then.
A Transocean subsidiary, Transocean Sentry Limited, closed a $525 million offering of 5.375% senior secured notes due 2023 on May 24, 2019. The notes are secured by liens on the Transocean Endurance and Transocean Equinox rigs and guaranteed by Transocean Ltd., Transocean Inc. and the two rig-owning companies; the filing does not state what the proceeds are for. This adds to the series of rig-backed secured bond issues since 2016 (Thalassa, Proteus, Songa Enabler/Encourage, Pontus, Poseidon).
Transocean furnished its routine Fleet Status Report dated April 17, 2019. It shows Corcovado and Mykonos on Petrobras in Brazil from Nov-19 to May-21 at $195,000 and $215,000 per day, and Development Driller III now running to Feb-20 at $192,000; the exhibit was truncated, so other changes are not visible.
Petrobras awarded the Ocean Rig Corcovado a 629-day contract and the Ocean Rig Mykonos a 550-day contract, both starting in Brazil in November 2019. Firm backlog excluding mobilization is about $123 million and $118 million, with priced options for 680 and 815 days. The filing calls both ships part of the Ocean Rig transaction 'last December', which confirms the Ocean Rig deal closed and puts the company at 48 rigs; these two ships were idle in the prior fleet report.
Transocean furnished its routine Fleet Status Report dated Feb 11, 2019. It now lists 31 ultra-deepwater rigs and names ex-Ocean Rig vessels (Apollo, Athena, Skyros, Mylos, Corcovado, Mykonos, Olympia, Poseidon), plus Ocean Rig Crete and Santorini under construction, which indicates (inference) the Ocean Rig acquisition has closed. It also shows a Chevron contract for JSPL drillship TBN 2 (Q4 2021 to Q4 2026, $455,000/day), the first contract on one of the previously uncontracted JSPL ships; the exhibit was truncated.
On Feb 1, 2019 Transocean Poseidon Limited, a wholly-owned subsidiary, closed a $550 million offering of 6.875% senior secured notes due 2027, secured on the Deepwater Poseidon and guaranteed by Transocean Ltd., Transocean Inc. and Triton Poseidon GmbH (Wells Fargo trustee). This adds another rig-secured note after the 2018 Guardian and Pontus issues; the filing does not state what the proceeds will be used for.
Transocean furnished its routine quarterly Fleet Status Report dated Oct 22, 2018, listing each rig's contract, customer, dayrate and location. The visible text shows the Petrobras 10000 now at $270,000/day from Sep-18 (previous $484,000) and the Transocean Norge Equinor contract at $283,000/day from Jul-19, consistent with the earlier Norge and Petrobras awards; the exhibit was truncated, so other changes are not visible.
Transocean filed Amendment No. 1 to its Form S-4 for the Ocean Rig merger, still preliminary. The visible text repeats the earlier terms: 1.6128 Transocean shares plus $12.75 cash per Ocean Rig share, up to 147,700,195 new shares, about $1.17 billion cash, and Ocean Rig holders owning about 24% afterward. It adds that Ocean Rig holders of about 48% have signed voting agreements. The current share price and date are left blank, and the text was truncated, so any other changes are not visible.
The drillship Petrobras 10000 got a 790-day extension with Petrobras offshore Brazil, running through October 2021, with a blend-and-extend change to the previous dayrate effective September 2018. Additional net backlog is about $185 million including cost escalations, and Transocean will also receive a 5% daily royalty (about $16 million estimated, Oct 2018 to Oct 2021) for use of its dual-activity technology on the rig. This extends a contract that the July fleet report showed ending Aug-19 at $454,000/day.
Transocean filed its registration statement (Form S-4, with the joint proxy statement/prospectus) for the Ocean Rig merger agreed on Sept 3, 2018. It registers up to 147,700,195 new Transocean shares (down from the 155,085,205 first cited) and expects to pay about $1.17 billion in cash. Ocean Rig holders would own about 24% of Transocean after the merger. Both shareholder groups must vote, Transocean's board recommends voting for, and Perestroika (about 7% of Transocean) has agreed to vote in favor. It also includes an unrelated proposal to delete special-purpose authorized share capital. At $12.63 on Sept 20, the deal was worth about $33.12 per Ocean Rig share. The filing is preliminary and not yet effective; the text was truncated, so further terms are not reflected.
The new harsh environment semisub Transocean Norge won a six-well contract (about 300 days) with Equinor offshore Norway, starting July 2019 after the rig is delivered from the shipyard in early 2019. Backlog is about $89 million (excluding a bonus opportunity and other services), with four one-well options. Transocean will operate the rig and owns 33% of the joint venture that owns it; Hayfin Capital owns the other 67%. This is the first contract for the rig noted in the earlier fleet description (the one-third interest newbuild).
On September 3, 2018 Transocean agreed to acquire Ocean Rig UDW Inc. by merger, with each Ocean Rig share converted into 1.6128 new Transocean shares plus $12.75 in cash. Closing needs approval by both companies' shareholders, registration of an authorized capital increase (up to 155,085,205 new shares) and NYSE listing, with an end date of March 31, 2019 (extendable to Sept 3, 2019 for antitrust). Ocean Rig holders of about 47.9% of its shares signed voting agreements, and one Transocean shareholder (about 33.1 million shares, about 7.2%) signed a support agreement. Termination fees are $90 million payable by Ocean Rig, and $132.5 million payable by Transocean for failure to get antitrust clearance, plus $60 million of expense reimbursement if Transocean shareholders do not approve. This is a new deal and would dilute existing shareholders if it completes.
The harsh environment rig Henry Goodrich was awarded a one-year contract extension with Husky Oil Operations offshore Eastern Canada, with about $100 million of estimated backlog (excluding bonus opportunities), expected to start in the fourth quarter of 2018. This extends work for a rig whose Husky contract was shown running to Nov-18 in the fleet report.
On July 20, 2018 Transocean Pontus Limited, a wholly owned indirect subsidiary, closed $600 million of 6.125% senior secured notes due 2025, secured on the Deepwater Pontus and related assets and guaranteed by Transocean Ltd., Transocean Inc. and Triton Gemini GmbH (Wells Fargo is trustee). This is another rig-secured bond after the Songa Enabler/Encourage notes of July 13; the filing does not say what the proceeds are used for.
Transocean filed its regular fleet status report dated July 23, 2018, listing each rig's customer, contract dates and dayrates. It shows Chevron contracts for GSF Development Driller I (Jan-19 to Aug-21 at $165,000/day) and Transocean 712 (ConocoPhillips, Mar-19 to Sep-20), matching the awards announced July 16-17. Songa Enabler, Encourage, Endurance and Equinox are listed with Equinor (the name now used for Statoil) contracts, and two JSPL drillships remain under construction with no contract shown. Several rigs are still shown as stacked or idle.
Transocean won two new drilling contracts: the midwater rig Transocean 712 got a 13-well job (about 580 days) with ConocoPhillips in the U.K. North Sea from March 2019, with about $75 million of firm backlog and one option well. The GSF Development Driller I got an 11-well job (about 955 days) with Chevron Australia from the first half of 2019, with about $158 million of firm backlog (excluding integrated services) and four option wells. These add work to rigs whose earlier contracts end in 2018.
On July 13, 2018 Transocean Guardian Limited, a Transocean subsidiary, closed $750 million of 5.875% senior secured notes due 2024, secured on the Songa Enabler and Songa Encourage and guaranteed by Transocean Ltd. and Transocean Inc. Proceeds plus cash on hand repaid the $885 million Songa Enabler/Encourage term loan (Swedbank as agent), releasing its security. The filing refers to Songa Offshore entities as the loan's guarantors, consistent with these rigs now sitting inside Transocean after the Songa acquisition (inference).
On June 22, 2018 Transocean Inc. signed a new $1.0 billion secured five-year revolving credit facility with Citibank as agent, maturing June 2023 (earlier if more than $300 million of the 9.00% notes due July 2023 remain outstanding in April 2023). It is secured on five rigs (Invictus, Inspiration, Asgard, Barents, Spitsbergen). It replaces the unsecured 2014 revolver, which was terminated with nothing borrowed; as of June 25, 2018 nothing was drawn, $26 million of letters of credit were issued and $974 million was available. The facility carries covenants including a maximum debt to tangible capitalization of 0.6 to 1.0 and minimum available liquidity of $500 million.
The April 18, 2018 fleet status report updates rig contracts. Invictus is shown working for BHP Apr-18 to Mar-20, Discoverer India has a CNR contract moved to May-18 to Dec-18, and Development Driller I has a further PTTEP contract Nov-18 to Dec-18 after Quadrant Energy. The Petrobras 10000 Brazil rate is shown as $476,000/day (previously $494,000), and Conqueror's rate is $583,000 (was $586,000). Only one high-spec jackup (Mist, Chevron to Oct-18) is now listed; Odin no longer appears. The two JSPL drillships remain under construction without contracts, and idle or stacked rigs remain.
The February 19, 2018 fleet status report now lists the Songa rigs (Enabler, Encourage, Endurance, Equinox) with Statoil contracts, and lists Poseidon as working for Shell from Feb-18 to Feb-28 at $519,000/day. Invictus is shown with BHP from Apr-18 to Mar-20, Asgard has a Murphy Oil contract Feb-18 to Jun-18, and Discoverer India has a CNR contract in Ivory Coast Apr-18 to Nov-18. Discoverer Luanda is stacked as of February 2018 and Discoverer Clear Leader is idle from Nov 2017. The Songa rigs appearing in the report indicates the Songa deal has gone through, though this filing does not itself say so (inference). The Spitsbergen is shown with a Statoil contract Jul-19 to Apr-22. The report still lists two JSPL drillships under construction with no contracts.
Transocean Spitsbergen, a harsh environment rig, won a 22-well contract (about 33 months, plus two one-well options) with Statoil in the Norwegian North Sea, with about $286 million of firm backlog excluding performance incentives. It is expected to start in Q3 2019. The press release also now gives the fleet as 39 units with three ultra-deepwater drillships under construction or contracted (the October release said 38 units and four).
20 Dec 2017capital raising announcement● NeutralMajor
Transocean, Transocean Inc. and Songa amended the deal agreement and the pre-acceptances again on December 19, 2017, moving the long stop date from January 31, 2018 to February 15, 2018; the agreements otherwise remain in force. Separately, on December 15 Transocean Inc. agreed private exchanges: about $273.5 million of 0.5% exchangeable senior bonds due 2023 (exchangeable into about 26.6 million Transocean shares) in return for Songa's SONG04 bonds (NOK 1.206 billion at 103.5%), SONG05 bonds (NOK 587.0 million at 101%) and Perestroika's $50 million loan (at 100%). These close with the Songa offer, and Transocean intends to call remaining SONG04/SONG05 bonds for cash after completion. For shareholders, the bonds could add roughly 26.6 million shares if exchanged, a potential dilution; the filing says more shares may be needed if terms adjust. This turns the earlier proposal for exchangeable bonds into signed agreements.
Transocean's October 26, 2017 fleet status report shows Deepwater Pontus now working for Shell from Oct-17 to Oct-27 at $519,000/day, and Invictus with a further BHP contract Apr-18 to Apr-20 (rate not disclosed). Dhirubhai Deepwater KG1 (Petrobras, Dec-17 expiry) is shown at $433,000/day, down from $510,000. Asgard, KG2 and Development Driller III are listed as idle in October 2017. The two high-spec jackups (Siam Driller, Ao Thai) remain listed, with Chevron contracts to Mar-18 and Oct-18. Under construction are Poseidon (Shell, Q1 2018) and the two JSPL drillships, with a footnote saying delivery is expected in Q2 and Q4 2020 (the July report said Q1 and Q3 2020, so this is a later schedule).
Deepwater Invictus won a two-year contract plus three one-year priced options with a BHP Billiton subsidiary, with about $106 million of backlog on the firm term and a start expected in Q2 2018. This follows the rig's existing BHP contract (Jan-17 to Nov-17) noted earlier; the new term picks up after it.
Transocean Inc. closed a $750 million offering of 7.50% senior unsecured notes due 2026, guaranteed by Transocean Ltd. and Holdings 1/2/3 (trustee Wells Fargo). The proceeds are meant to repay its 2.5% notes due October 15, 2017, redeem its 6.00% notes due March 2018 and 7.375% notes due April 2018 on November 16, 2017, repay the Eksportfinans loans due January 2018, and cover general corporate purposes. This pushes out near-term debt maturities; it is separate from the Songa deal. The release also describes the fleet as 38 units, four ultra-deepwater drillships under construction or contracted, and two jackups still operated under contracts after being sold.
Transocean, Transocean Inc. and Songa amended the August 2017 deal agreement, and the pre-acceptances, to push Transocean's deadline for finishing its due diligence on Songa from September 17 to September 27, 2017. The filing attributes the delay to employees displaced by Hurricane Harvey; the agreements otherwise remain in full force, so the Songa acquisition continues.
On August 13, 2017 Transocean agreed to make an exchange offer to buy all of Songa Offshore SE, valued at NOK 47.50 per Songa share, paid roughly half in new Transocean shares (valued at NOK 66.4815 each, based on a $8.39 NYSE close) and half in exchangeable bonds, with a cash option of up to NOK 125,000 per holder. It also offers to exchange Songa's SONG04 and SONG05 bonds (103.5% and 101% of principal) and a $50 million Perestroika AS loan, and Perestroika's Frederik Mohn would join Transocean's board. Holders of about 76.6% of Songa shares have pre-accepted; completion needs over 90% acceptance, regulatory approvals and Transocean shareholder approval of the share issuance, with a long stop date of January 31, 2018. For Transocean shareholders this means new shares will be issued and potential dilution, plus further debt from the exchangeable bonds.