UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (date of earliest event reported): July 29, 2019

 

TRANSOCEAN LTD.
(Exact name of Registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: +41 (41) 749-0500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01Entry into a Material Definitive Agreement

 

On July 29, 2019, Transocean Inc. (the “Guarantor”), a wholly-owned direct subsidiary of Transocean Ltd. (the “Company”), and Global Marine Inc. (“Global Marine”), a wholly-owned subsidiary of the Guarantor and the Company, entered into a supplemental indenture (the “Third Supplemental Indenture”) to the Base Indenture, dated as of September 1, 1997 (the “Base Indenture”), as supplemented by the Terms Agreement, dated as of April 20, 1998 (as amended and supplemented as of the date hereof, the “Indenture”), between Global Marine and Wilmington Trust Company, as trustee (the “Trustee”), relating to Global Marine’s 7% Notes due 2028 (the “Notes”).  Pursuant to the terms of the Third Supplemental Indenture, the Guarantor irrevocably and unconditionally guaranteed all of the obligations of Global Marine under the Indenture and the Notes, and Global Marine agreed to provide on an annual basis on the Company’s website at www.deepwater.com or otherwise publicly disclose certain unaudited financial information of Global Marine.

 

The description above does not purport to be complete and is qualified in its entirety by the Third Supplemental Indenture filed herewith as Exhibit 4.1 to this Current Report on Form 8-K, the Base Indenture filed by Global Marine as Exhibit 4.1 to its Registration Statement on Form S-4 (Commission File No. 333-39033) on October 30, 1997 and the Terms of the 7% Notes due 2028 filed by Global Marine as Exhibit 4.1 to its Current Report on Form 8-K (Commission File No. 1-5471) dated May 20, 1998.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information described in Item 1.01 is incorporated herein by reference.

 

Item 8.01Other Events

 

Prior to the execution of the Third Supplemental Indenture, the lawsuit (previously disclosed in the Company’s filings with the Commission) filed by the Trustee against Global Marine related to the Indenture was dismissed with prejudice on July 29, 2019, prohibiting the Trustee from refiling a lawsuit based upon the claims alleged in the Trustee’s lawsuit.  Additionally, the holder of the majority in principal of the Notes has waived any alleged existing or past default related to the allegations in the Trustee’s lawsuit, which prohibits any other holder of Notes from filing a lawsuit based upon the claims alleged in the Trustee’s lawsuit.

 

Item 9.01Financial Statements and Exhibits

 

(d)  Exhibits.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    THIRD SUPPLEMENTAL INDENTURE

among

GLOBAL MARINE INC.,

as Issuer,

TRANSOCEAN INC.,

as Guarantor

and

WILMINGTON TRUST COMPANY,

as Trustee

 

 

July 29, 2019

 

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of July 29, 2019, among Global Marine Inc., a Delaware corporation (the “Company”), Transocean Inc., a Cayman Islands exempted company (the “Guarantor”), and Wilmington Trust Company, as trustee (the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee a Base Indenture, dated as of September 1, 1997 (the “Base Indenture”), as supplemented by the Terms Agreement, dated as of April 20, 1998, and as further amended and supplemented by the First Supplemental Indenture, dated as of June 23, 2000, and the Second Supplemental Indenture, dated as of November 20, 2001 (as so amended and supplemented, the “Indenture”), providing for the issuance of 7% Notes due 2028 (the “Notes”);

WHEREAS, Section 9.01 of the Indenture provides that the Indenture may be amended or supplemented without the consent of the Holders to, among other things, add guarantees of any series of Securities and add to the covenants of the Company for the benefit of the Holders of all or any series of Securities;

WHEREAS, the Guarantor desires to irrevocably and unconditionally guarantee all of the Company’s obligations under the Indenture and the Notes, including the punctual payment of principal of, premium, if any, and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, according to the terms of the Notes (the “Guarantee”);

WHEREAS, the Company desires to add the Guarantee and to amend certain other provisions of the Indenture as set forth in Section 3 hereof;

WHEREAS, all requirements necessary to make this Third Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Third Supplemental Indenture has been duly authorized in all respects and, pursuant to Section 9.01 of the Indenture, the Company, the Guarantor and the Trustee are authorized to execute and deliver this Third Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

The Guarantor shall be subrogated to all rights of the registered owners of the Notes in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation only after the principal of, premium, if any, and interest on the Notes and all other amounts owed to the registered owners of the Notes hereunder have been paid in full.

This Guarantee shall continue to be effective or reinstated, as the case may be, if at any time any payment of the principal of, premium, if any, or interest on the Notes or any other amounts owed to the registered owners of the Notes hereunder or thereunder is rescinded or must otherwise be returned by such registered owners upon the insolvency, bankruptcy or reorganization of the Guarantor, the Company or otherwise, all as though such payment had not been made. 

Section 1.01 is amended by adding the following definition:

 

“Third Supplemental Indenture” means the third supplemental indenture to this Indenture, dated as of July 29, 2019, among the Company, the Trustee and Transocean Inc., as guarantor.

 

Section 4.03 is amended by adding a new clause (c) as follows:

(c)For so long as any Securities remain outstanding, the Company will post on the website of Transocean Ltd. at www.deepwater.com or otherwise publicly disclose (as such term is defined in Regulation FD promulgated by the SEC under the Exchange Act) by June 30 of each fiscal year certain unaudited summarized consolidated financial information of the Company substantially in the form of Exhibit A hereto;  provided that such unaudited summarized consolidated financial information of the Company for the fiscal year ended December 31, 2018, shall be so posted or otherwise publicly disclosed no later than five Business Days after the date of the Third Supplemental Indenture.

Section 10.02 is amended by adding the following notice information for the Guarantor:

If to the Guarantor:

 

Transocean Inc.

36c Dr. Roy’s Drive, 4th Floor

P.O. Box 10342

George Town, Grand Cayman

Cayman Islands

 

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: July 29, 2019

Global Marine Inc.

By:/s/ R. Thaddeus Vayda

Name: R. Thaddeus Vayda

Title: Vice President and Treasurer

 

Transocean Inc.

By:/s/ Colin Berryman

Name: Colin Berryman

Title: Director and Vice President, Asset Management

 

WILMINGTON TRUST COMPANY, as Trustee

By:/s/ Peter Finkel

Name: Peter Finkel

Title: Authorized Signatory

Exhibit A

GLOBAL MARINE INC. AND SUBSIDIARIES
UNAUDITED SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION

Global Marine Inc. (“Global Marine”), a Delaware holding company, is a wholly owned indirect subsidiary of Transocean Ltd. (“Transocean”) and issuer of the 7.00% Notes due 2028.  Global Marine, through one of its subsidiaries, provides procurement and storage services to Transocean’s other subsidiaries.  In November 2018, one of Global Marine’s subsidiaries sold for scrap value the ultra‑deepwater drillship C.R. Luigs, a rig that was stacked in June 2015.  Unaudited summarized consolidated financial information for Global Marine Inc. and its subsidiaries was as follows (in millions):