UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Item 1.01Entry into a Material Definitive Agreement.
On May 8, 2024, Transocean Titan Financing Limited (the “Company”), the guarantors named therein and Truist Bank, as trustee and collateral agent, entered into the first supplemental indenture (the “Supplemental Indenture”) to the indenture (the “Indenture”) governing the Company’s 8.375% Senior Secured Notes due 2028 (the “Notes”).
The Company entered into the Supplemental Indenture following receipt of the requisite consents from holders of at least a majority of the aggregate outstanding principal amount of the Notes pursuant to its previously announced consent solicitation (the “Consent Solicitation”) and delivery of the consent payment in the aggregate amount of $3,500,000 to such consenting holders for such consents on May 8, 2024. The Consent Solicitation expired at 5:00 p.m., New York City time, on May 7, 2024 (the “Expiration Date”). As of the Expiration Date, consents had been delivered and not validly revoked by holders of approximately 99% of the outstanding Notes.
The Supplemental Indenture amends the Indenture to specify that Collateral Rig Net Income (as defined in the Indenture) is to be calculated on an annualized basis commencing with the two-fiscal quarter period ending September 30, 2024, with the first test date of the Collateral Rig Leverage Ratio (as defined in the Indenture) being September 30, 2024.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The Consent Solicitation was made solely pursuant to the Consent Solicitation Statement, dated May 1, 2024, as supplemented, and the terms and conditions stated therein.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
4.1 | ||
101 | Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language | |
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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.
TRANSOCEAN LTD. | ||
Date: May 8, 2024 | By: | /s/ Daniel Ro-Trock |
Daniel Ro-Trock | ||
Authorized Person | ||