Obligation OceanTransit Inc. 5.05% ( US893830BA68 ) en USD

OceanTransit Inc.

100 % ⇌

Suisse

US893830BA68 ( en USD )

5.05% par an ( paiement semestriel )

15/12/2016 - Obligation échue

Prospectus brochure de l'obligation Transocean Ltd US893830BA68 en USD 5.05%, échue

1 000 USD

1 000 000 000 USD

893830BA6

BB- ( Spéculatif )

Caa1 ( Risque élevé )

Transocean Ltd. est une société internationale de forage offshore fournissant des services d'ingénierie et d'exploitation de plates-formes de forage à l'industrie pétrolière et gazière mondiale.

L'obligation Transocean Ltd (US893830BA68, CUSIP 893830BA6), émise en Suisse pour un montant total de 1 000 000 000 USD, avec un coupon de 5,05% payable deux fois par an, arrivant à échéance le 15/12/2016 et remboursée à 100%, a été notée BB- par Standard & Poor's et Caa1 par Moody's, avec un prix actuel de marché de 100% et un minimum d'achat de 1 000 USD.

http://www.sec.gov/Archives/edgar/data/1083269/000104746911009868...
424B5 1 a2206108z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-169401
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Amount to be
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Registration Fee

5.050% Senior Notes due 2015

$1,000,000,000
99.906%

$114,600

6.50% Senior Notes due 2020

$1,200,000,000
99.946%

$137,520

7.350% Senior Notes due 2041

$300,000,000
99.996%

$34,380

Total
$2,500,000,000

$286,500

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Prospectus Supplement to Prospectus dated September 16, 2010.
$1,000,000,000 5.050% Senior Notes due 2016
$1,200,000,000 6.375% Senior Notes due 2021
$300,000,000 7.350% Senior Notes due 2041
Fully and Unconditionally Guaranteed by
Transocean Ltd.
Transocean Inc. will pay interest on each series of notes semi-annually on June 15 and December 15 of each year, commencing
on June 15, 2012. The interest rate on the notes of each series may be adjusted under the circumstances described in this prospectus
supplement under "Description of the Notes and Guarantees--Interest Rate Adjustment." The notes are unsecured and will rank
equally with all of Transocean Inc.'s existing and future unsecured and unsubordinated debt. The due and punctual payment of the
principal of, premium, if any, interest on and all other amounts due under the notes will be fully and unconditionally guaranteed by
Transocean Ltd. The guarantees will rank equally with all other unsecured indebtedness of Transocean Ltd. The notes will be issued
only in denominations of $1,000 and integral multiples of $1,000.
Transocean Inc. may redeem all or part of any series of the notes at any time prior to maturity at a price equal to 100% of the
principal amount of the notes being redeemed plus accrued and unpaid interest and a "make-whole premium," as described under
"Description of the Notes and Guarantees--Optional Redemption."
See "Risk Factors" beginning on page S-7 of this prospectus supplement and on page 3 of the accompanying prospectus to
read about factors you should consider before buying the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement
or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Public Offering Price

Underwriting Discount
Proceeds, Before Expenses, to Us

Per Note

Total
Per Note
Total

Per Note

Total

5.050%
Senior
Notes due
2016
99.906%$
999,060,000 0.60%$ 6,000,000 99.306%$
993,060,000
6.375%
Senior
Notes due
2021
99.946%$ 1,199,352,000 0.65%$ 7,800,000 99.296%$ 1,191,552,000
7.350%
Senior
Notes due
2041
99.996%$
299,988,000 0.875%$ 2,625,000 99.121%$
297,363,000
Total

$ 2,498,400,000

$ 16,425,000

$ 2,481,975,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from
December 5, 2011 and must be paid by the purchasers if the notes are delivered after December 5, 2011.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New
York, New York on December 5, 2011.
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Joint Book-Running Managers
Barclays Capital
Credit Suisse
Mitsubishi UFJ Securities
Wells Fargo Securities
Citigroup
J.P. Morgan
Co-Managers
Credit Agricole CIB
D NB Markets
Goldman, Sachs & Co.
Standard Chartered Bank
Prospectus Supplement dated November 30, 2011.
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Special Note Regarding Forward-Looking Statements
S-iii

Where You Can Find More Information
S-v

Enforceability of Civil Liabilities Against Foreign Persons
S-vii

Summary
S-1

Risk Factors
S-7

Use of Proceeds
S-10

Ratio of Earnings to Fixed Charges
S-11

Capitalization
S-12

Description of the Notes and Guarantees
S-14

Material U.S. Federal Income Tax Considerations
S-23

Cayman Islands Tax Consequences
S-27

Material Swiss Tax Consequences
S-27

Underwriting
S-30

Legal Matters
S-33

Experts
S-33
Prospectus

About This Prospectus
ii

Forward-Looking Information
iii

About Transocean Ltd.
1

About Transocean Inc.
1

Where You Can Find More Information
2

Risk Factors
3

Use of Proceeds
23

Ratio of Earnings to Fixed Charges
23

Description of Transocean Inc. Debt Securities and Transocean Ltd. Guarantee
24

Description of Transocean Ltd. Shares
32

Description of Warrants
43
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Anti-Takeover Provisions
44

Plan of Distribution
46

Legal Matters
48

Experts
48
Transocean Inc. and Transocean Ltd. have not authorized anyone to provide you with information other than the information
contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus. This prospectus is an
offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The
information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus is current only as
of its date.
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the notes and
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the
prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general
information, some of which does not apply to the notes offered hereby. If the description of the notes varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
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The notes will not be listed on the SIX Swiss Exchange and, therefore, this prospectus supplement has been prepared
without regard to the disclosure standards of the listing rules (including any additional Listing Rules or prospectus schemes) of
the SIX Swiss Exchange. The notes will not be publicly offered in Switzerland and, therefore, this prospectus supplement has
been prepared without regard to the disclosure standards for issuance prospectuses under article 652a or article 1156 of the
Swiss Code of Obligations. Neither this document nor any other offering or marketing material relating to these securities or
the offering may be publicly distributed or otherwise made publicly available in Switzerland. This document has not been and
will not be filed with or approved by any Swiss regulatory authority. In particular, this document has not and will not be filed
with the Swiss Financial Market Supervisory Authority FINMA.
This communication is only being distributed to and is only directed at (1) persons who are outside the United Kingdom or
(2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") or (3) high net worth companies, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The
notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will
be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or
any of its contents.
Limitations on Comparability
As discussed in Note 8 to the unaudited condensed consolidated financial statements included in our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2011, in connection with our efforts to dispose of non-strategic assets: (a) in March
2011, we engaged an unaffiliated advisor to coordinate the sale of the assets of our oil and gas properties reporting unit, and (b) in
February 2011, we sold our former subsidiary that owns the High-Specification Jackup Trident 20, located in the Caspian Sea. As a
result of these developments, we have reclassified the assets and liabilities and operating results associated with these discontinued
operations in the unaudited consolidated financial statements included in our Quarterly Reports on Form 10-Q for the periods ended
March 31, 2011, June 30, 2011 and September 30, 2011, which are incorporated by reference in this prospectus supplement. The
audited consolidated financial statements included in our 2010 Annual Report on Form 10-K, which are also incorporated by
reference in this prospectus supplement, have not been recast to reflect these discontinued operations. These differences limit
comparability of data across the relevant periods.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements included in this prospectus supplement and the documents incorporated by reference in the accompanying
prospectus regarding future financial performance and results of operations and other statements that are not historical facts are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include, but are
not limited to, statements about the following subjects:
·
the impact of the Macondo well incident and related matters,
·
the offshore drilling market, including the impact of the drilling moratorium and new regulations in the United States
("U.S.") Gulf of Mexico, supply and demand, utilization rates, dayrates, out of service and unplanned downtime,
customer drilling programs, commodity prices, stacking of rigs, reactivation of rigs, effects of new rigs on the market
and effects of declines in commodity prices and the downturn in the global economy or market outlook for our various
geographical operating sectors and classes of rigs,
·
customer contracts, including contract backlog, force majeure provisions, contract commencements, contract
extensions, contract terminations, contract option exercises, contract revenues, contract awards and rig mobilizations,
·
newbuild, upgrade, shipyard and other capital projects, including completion, delivery and commencement of
operation dates, expected downtime and lost revenue, the level of expected capital expenditures and the timing and
cost of completion of capital projects,
·
liquidity and adequacy of cash flow for our obligations, including our ability and the expected timing to access certain
investments in highly liquid instruments,
·
our results of operations and cash flow from operations, including revenues and expenses,
·
uses of excess cash, including the payment of dividends and other distributions and debt retirement,
·
the cost, timing and integration of acquisitions and the proceeds and timing of dispositions,
·
tax matters, including, but not limited to, our effective tax rate, changes in tax laws, treaties and regulations, tax
assessments and liabilities for tax issues, including those associated with our activities in Brazil, Norway and the
U.S.,
·
legal and regulatory matters, including results and effects of legal proceedings and governmental audits and
assessments, outcomes and effects of internal and governmental investigations, customs and environmental matters,
·
insurance matters, including adequacy of insurance, renewal of insurance, insurance proceeds and cash investments of
our wholly owned captive insurance company,
·
debt levels, including impacts of the financial and economic downturn,
·
effects of accounting changes and adoption of accounting policies, and
·
investments in recruitment, retention and personnel development initiatives, pension plan and other postretirement
benefit plan contributions, the timing of severance payments and benefit payments.
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Forward-looking statements included or incorporated by reference in this prospectus supplement and the accompanying
prospectus are identifiable by use of the following words and other similar expressions, among others:

· "anticipates"
· "may"
· "believes"
· "might"
· "budgets"
· "plans"
· "could"
· "predicts"
· "estimates"
· "projects"
· "expects"
· "scheduled"
· "forecasts"
· "should"
· "intends"
Such statements are subject to numerous risks, uncertainties and assumptions, including, but not limited to:
·
those described under "Risk Factors" in this prospectus supplement and the accompanying prospectus and in
Transocean Ltd.'s filings with the Securities and Exchange Commission (the "SEC"),
·
the adequacy of and access to sources of liquidity,
·
our inability to obtain contracts for our rigs that do not have contracts,
·
our inability to renew contracts at comparable dayrates,
·
operational performance,
·
the impact of regulatory changes,
·
the cancellation of contracts currently included in our reported contract backlog,
·
increased political and civil unrest,
·
the effect and results of litigation, tax audits and contingencies, and
·
other factors discussed in this prospectus supplement, the accompanying prospectus and in Transocean Ltd.'s filings
with the SEC, which are available free of charge on the SEC's website at www.sec.gov. Information on
Transocean Ltd.'s website or any other website is not incorporated by reference in this prospectus supplement or the
accompanying prospectus and does not constitute a part of this prospectus supplement or the accompanying prospectus.
The foregoing risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and
uncertainties that could cause our actual results to differ materially from those indicated by the forward looking statements. Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those indicated.
All subsequent written and oral forward-looking statements attributable to Transocean Ltd. or Transocean Inc. or to persons
acting on their behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue
reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and
Transocean Ltd. and Transocean Inc. undertake no obligation to publicly update or revise any forward-looking statements, except as
required by law.
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WHERE YOU CAN FIND MORE INFORMATION
Transocean Ltd. files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read
and copy these materials at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain
information about the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
an Internet site that contains information Transocean Ltd. has filed electronically with the SEC, which you can access over the Internet
at http://www.sec.gov. You can also obtain information about Transocean Ltd. at the offices of the NYSE Euronext, 11 Wall Street, 5th
Floor, New York, New York 10005.
Transocean Ltd.'s website is located at http://www.deepwater.com. Transocean Ltd.'s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC are available, free of charge, through its website,
as soon as reasonably practicable after those reports or filings are electronically filed with or furnished to the SEC. Information on
Transocean Ltd.'s website or any other website is not incorporated by reference in this prospectus supplement or the accompanying
prospectus and does not constitute a part of this prospectus supplement or the accompanying prospectus.
This prospectus supplement and the accompanying prospectus are part of a registration statement Transocean Ltd. and
Transocean Inc. have filed with the SEC relating to the securities the issuers may offer. As permitted by SEC rules, this prospectus
supplement and the accompanying prospectus do not contain all of the information included in the registration statement and the
accompanying exhibits and schedules. You may refer to the registration statement, exhibits and schedules for more information about
Transocean Ltd., Transocean Inc. and the securities. The registration statement, exhibits and schedules are available at the SEC's
public reference room or through its website.
The SEC allows the issuers to "incorporate by reference" the information Transocean Ltd. has filed with it, which means that the
issuers can disclose important information to you by referring you to those documents. The information the issuers incorporate by
reference is an important part of this prospectus supplement, and later information that Transocean Ltd. files with the SEC will
automatically update and supersede this information. Transocean Ltd. and Transocean Inc. incorporate by reference the documents
listed below and any future filings Transocean Ltd. makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
(other than information "furnished" and not "filed" with the SEC, unless the issuers specifically provide that such "furnished"
information is to be incorporated by reference) after the date of this prospectus supplement and until all of the notes offered hereby
are sold. The documents the issuers incorporate by reference are:
·
Transocean Ltd.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as amended by
Transocean Ltd.'s Annual Report on Form 10-K/A filed with the SEC on November 25, 2011;
·
Transocean Ltd.'s Quarterly Reports on Form 10-Q for the periods ended March 31, 2011, June 30, 2011 and
September 30, 2011;
·
Transocean Ltd.'s Current Reports on Form 8-K filed with the SEC on January 18, 2011, February 3, 2011,
February 14, 2011, May 18, 2011, June 17, 2011, June 30, 2011, July 20, 2011, August 4, 2011, August 15, 2011,
August 17, 2011, November 4, 2011, November 23, 2011 and November 30, 2011; and
·
Transocean Ltd.'s Current Report on Form 8-K/A filed with the SEC on August 17, 2011.
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