Each one in plain English, with the numbers worked through for a shareholder.
25 July 2017production update● Neutral
Transocean's July 25, 2017 fleet status report shows the rig-under-construction list down to 4 (Pontus, Poseidon and the two JSPL drillships, the latter expected to be delivered in Q1 and Q3 2020). A footnote says a jackup was contracted when it was sold on May 31, 2017 and Transocean will keep operating it until the contract ends or is novated; the report lists only two high-spec jackups (Siam Driller, Ao Thai), so the five jackup newbuilds and other jackups no longer appear. Deepwater Asgard now has a Deep Gulf Energy contract (Jun-17 to Aug-17), Development Driller III has a Jul-17 to Sep-17 contract, Barents' Suncor contract now starts Aug-17 (Aug-17 to Oct-18, $260,000/day) with reactivation costs of about $40 million, and Discoverer India remains idled since Dec 2016 with a $27 million upgrade estimated in 2017. The report does not say which rigs were sold or at what price.
Transocean published its routine April 24, 2017 fleet status report listing rig contracts, dayrates and stacked rigs. It shows 9 rigs under construction, 27 stacked and 4 idle (Transocean Barents, Development Driller III, Discoverer India, Deepwater Asgard), unchanged in count from the February report. Barents is still shown starting its Suncor contract in Jul-17 (Jul-17 to Sep-18, $260,000/day), and Discoverer India is still idle.
Transocean published its fleet status report dated February 9, 2017, listing 9 rigs under construction (down from 10 in the October report; Deepwater Conqueror now appears as in service with Chevron from Dec-16 to Dec-21 at $589,000/day). It shows Deepwater Invictus on a BHP Billiton contract from Jan-17 to Nov-17 at $592,000/day, Discoverer India and Deepwater Asgard idle, and 27 stacked rigs. Transocean Barents is still idle ahead of its Suncor contract starting Jul-17.
9 Dec 2016asset acquisition disposition● NeutralMajor
Transocean completed its acquisition of Transocean Partners on December 9, 2016. Each public Partners unit became 1.20 Transocean shares, with about 23.8 million shares issued, and Partners survives as an indirect wholly owned subsidiary whose units were delisted from the NYSE. This resolves the merger thread; existing Transocean shareholders are diluted by the new shares.
Transocean subsidiary Transocean Proteus Limited closed a $625 million offering of 6.25% senior secured notes due 2024, guaranteed by Transocean Ltd., Transocean Inc. and Triton Capital I GmbH and secured by a lien on the Deepwater Proteus. Net proceeds of about $609 million are mainly to partly finance building that rig. This follows the similar $600 million secured notes on the Deepwater Thalassa in October and adds more rig-secured debt.
On December 6, 2016, Transocean Partners' common unitholders approved the merger agreement, as amended, and the merger, at the meeting that had been adjourned on November 11 and 16. Transocean expects to issue about 23.8 million shares, with closing expected on or around December 9, 2016. This resolves the open unitholder vote.
Transocean amended its November 21 8-K only to correct the registrant name on the signature page; the filing says nothing else changed. It restates the already-reported amendment raising the exchange ratio from 1.1427 to 1.2000 Transocean shares per public Transocean Partners unit.
Transocean filed a short supplementary registration (S-4MEF) to register 1,138,103 more shares for the Transocean Partners merger, because the higher 1.20 exchange ratio needs more shares than the 22,696,505 already registered. No additional fee is due since the number of Partners units being converted has not changed. This continues the pending merger and carries no new commercial information.
Transocean raised its offer for Transocean Partners on November 21, 2016, increasing the exchange ratio from 1.1427 to 1.2000 Transocean shares per public Partners unit. It now expects to issue about 23.8 million shares (up from about 22.7 million), so dilution to existing shareholders is slightly larger. The Partners unitholder meeting, previously set for November 11, was adjourned and reconvenes on December 6, 2016, with closing expected in early December; approval still needs about 9.9 million of the roughly 19.7 million units not held by Transocean. The conflicts committee approved the higher price and Partners' board and conflicts committee recommend a vote in favour. This continues the pending merger, and the higher price suggests the earlier terms had not secured enough support, which is an inference, not stated in the filing.
Transocean published its fleet status report dated October 24, 2016. It shows the Transocean Barents with the new Suncor Energy contract (Canada, July 2017 to September 2018, $260,000/day) and the Discoverer India's Reliance contract ending in December 2016. Deepwater Conqueror's Chevron start is now listed as Q1 2017 (the earlier context showed Q4 2016), and the report still lists 10 rigs under construction.
Transocean closed a $600 million offering of 7.75% senior secured notes due 2024, issued by subsidiary Transocean Phoenix 2 Limited and guaranteed by Transocean Ltd., Transocean Inc. and the Deepwater Thalassa's owner. The notes are secured by a lien on the Deepwater Thalassa and related assets, and the roughly $584 million net proceeds are meant mainly to partly finance building that rig. This adds new rig-secured debt alongside the 9.00% notes issued in July.
Transocean announced two contract news items on October 3, 2016. The Transocean Barents, which the July fleet report showed as its only idle rig, won a 15-month Suncor Energy contract offshore Canada at $260,000/day (about $119 million backlog excluding mobilization), starting in Q3 2017. Separately, Reliance Industries is ending the Discoverer India drillship contract in December 2016, well before its January 2021 expiry, and will pay Transocean a lump sum of about $160 million for the early termination.
Transocean filed Amendment No. 3 to the S-4, which sets the Transocean Partners unitholder meeting for 3:00 p.m. on November 11, 2016 in London. Deal terms are unchanged (1.1427 Transocean shares per public unit, 9,830,327 additional units needed for approval). The excerpt does not say the registration statement has become effective, so the vote date moves the merger forward but approval is still pending.
Transocean filed Amendment No. 2 to the S-4 for the Transocean Partners merger, which now fills in the vote numbers: 31,084,637 of 40,914,962 common units are needed to approve, Transocean's unit-holding subsidiary owns 21,254,310 and will vote for it, so 9,830,327 more units are required. The exchange ratio and share count are unchanged, and the meeting date was still blank.
Transocean filed Amendment No. 1 to the S-4 for the Transocean Partners merger. The excerpt shows the same terms as the original (1.1427 shares per unit, up to 22,696,505 shares, $25,362 fee already paid) with the meeting date and vote counts still blank, so no change in the deal terms is visible in the text provided. The filing is still preliminary and not yet effective.
Transocean filed the registration statement (Form S-4) for the Transocean Partners merger it agreed on July 31, 2016, registering up to 22,696,505 new shares at 1.1427 shares per public unit. Public Partners unitholders would hold about 5.8% of Transocean shares after the merger, and approval needs an extra 9,830,327 common units (about 50.1% of those not held by Transocean). This continues the pending merger; the meeting date and record date were still blank and the filing is a preliminary draft.
Transocean agreed on July 31, 2016 to acquire Transocean Partners, the listed partnership in which it already holds about 21.3 million common units, by swapping each outstanding public unit for 1.1427 Transocean shares. It expects to issue about 22.7 million shares (about 6.1% of the 370,967,382 outstanding), so existing shareholders would be diluted by that amount. Closing needs approval from roughly 9.9 million of the 19.7 million units not held by Transocean, an effective S-4 registration statement and NYSE listing, and either side can terminate if it is not completed by January 31, 2017.
Transocean Inc., a subsidiary, closed its $1.25 billion offering of 9.00% senior notes due 2023, guaranteed by Transocean Ltd. and other subsidiaries. $854,932,378.21 of the net proceeds went to fund tender offers to buy back up to $1.0 billion of its 6.500% notes due 2020, 6.375% notes due 2021 and 3.800% notes due 2022; the rest is meant to refinance existing debt and for general corporate purposes.
Transocean published its updated fleet status report dated July 21, 2016. Compared with April, the stacked rig list grew from 22 to 28 and idle rigs fell from 6 to 1; Deepwater Proteus and Deepwater Thalassa now show Shell contracts running to 2026, and the under-construction count is down to 10.
Transocean published its routine fleet status report dated April 21, 2016, listing each rig's location, customer, contract dates and dayrate. It shows many rigs stacked or idle (22 stacked and 6 idle in the listing) and 11 rigs under construction, including four drillships with Shell and Chevron contracts at dayrates of $519,000 to $589,000.
