OREANDA-NEWS. Transocean Ltd. announced today that Transocean Inc., its wholly-owned subsidiary (collectively with Transocean Ltd., "Transocean"), has commenced cash tender offers (the "Tender Offers") to purchase up to U.S. $1.0 billion aggregate principal amount (as it may be increased by Transocean Inc., the "Aggregate Maximum Tender Amount") of the following series of notes issued by Transocean Inc.:

  • 6.500% Senior Notes due 2020 (the "2020 Notes")
  • 6.375% Senior Notes due 2021 (the "2021 Notes") and
  • 3.800% Senior Notes due 2022 (the "2022 Notes" and, together with the 2020 Notes and the 2021 Notes, the "Notes").

The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated July 5, 2016 (the "Offer to Purchase"). Transocean Inc. reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount or the Tender Cap (as defined below) without extending withdrawal rights except as required by law. The amounts of each series of Notes to be purchased may be prorated as set forth in the Offer to Purchase.

Dollars per U.S. $1,000 Principal Amount of Notes

Title of Notes   Current  Coupon(2) CUSIP
Number		 Aggregate Principal Amount Outstanding (U.S.$) Tender Cap
(U.S.$)		 Acceptance
Priority Level		 Tender Offer Consideration (U.S.$)   Early Tender Payment (U.S.$) Total Consideration(1)
(U.S.$)
6.500% Senior Notes due 2020 6.500% 893830AY5 $887,164,000 N/A 1 $915.00 $30 $945.00
6.375% Senior Notes due 2021 8.125% 893830BB4 $1,105,170,000 N/A 2 $870.00 $30 $900.00
3.800% Senior Notes due 2022 5.050%(3) 893830BC2 $696,500,000 $200,000,000 3 $730.00 $30 $760.00

(1)       Includes the Early Tender Payment.
(2)       As of the date hereof.
(3)       The coupon on the 3.800% Senior Notes due 2022 is expected to increase to 5.550% on October 15, 2016.

The Tender Offers will expire at 11:59 p.m., New York City time, on August 1, 2016, unless extended or earlier terminated by Transocean Inc. (the "Expiration Date"). No tenders submitted after the Expiration Date will be valid. Subject to the terms and conditions of the Tender Offers, the consideration for each U.S. $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for such series of Notes set forth in the table above (with respect to each series of Notes, the "Tender Offer Consideration"). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on July 18, 2016 (such date and time, as it may be extended, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offers will receive the applicable Total Consideration for such series, which includes the early tender premium for such series of Notes set forth in the table above (with respect to each series of Notes, the "Early Tender Premium"). Holders of Notes tendering their Notes after the Early Tender Date will only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Premium.

All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as such term is defined in the Offer to Purchase) ("Accrued Interest").

Tendered Notes may be withdrawn from the Tender Offers at or prior to 5:00 p.m., New York City time, on July 18, 2016, unless extended by Transocean Inc. (such date and time, as it may be extended, the "Withdrawal Deadline"). Holders of Notes who tender their Notes after the Withdrawal Date, but prior to the Expiration Date, may not withdraw their tendered Notes.

Transocean Inc. reserves the right, but is under no obligation, subject to the satisfaction or waiver of the conditions to the Tender Offers, to accept for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, at any point following the Early Settlement Date, subject to the Acceptance Priority Levels, the Aggregate Maximum Tender Amount and the Tender Cap. The Early Settlement Date is expected to be within three business days following the applicable Early Tender Date, or as promptly as practicable thereafter, subject to all conditions to the Tender Offers having been either satisfied or waived by Transocean Inc. On the Early Settlement Date, Transocean Inc. will accept Notes validly tendered at or prior to the Early Tender Date, subject to the Aggregate Maximum Tender Amount, the Tender Cap, the Acceptance Priority Levels and proration, each as described in the Offer to Purchase. Assuming that the conditions to the Offers are satisfied and waived, such Early Settlement Date may be as early as one business day following the Early Tender Date. Transocean Inc. will purchase any remaining Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and that Transocean Inc. chooses to accept for purchase promptly following the Expiration Date, subject to all conditions to the Tender Offers having been either satisfied or waived by Transocean Inc. The Final Settlement Date is expected to occur within three business days following the Expiration Date or as promptly as practicable thereafter.

Subject to the Aggregate Maximum Tender Amount, the Tender Cap and proration, the Notes accepted on any Settlement Date will be accepted in accordance with their Acceptance Priority Levels set forth in the table above, with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level. In addition, no more than U.S. $200,000,000 aggregate principal amount of the 2022 Notes will be purchased in the Tender Offers (as may be increased by Transocean Inc., the "Tender Cap"). All Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date.

Acceptance for tenders of any Notes may be subject to proration if the aggregate principal amount for any series of Notes validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded. Acceptance for tenders of the Notes may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn is greater than the Tender Cap. Furthermore, if the Tender Offers are fully subscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase.