Obligation Transocean Ltd 2.5% ( US893830BD08 ) en USD

Transocean Ltd

100 % ▲

Suisse

US893830BD08 ( en USD )

2.5% par an ( paiement semestriel )

15/10/2017 - Obligation échue

Prospectus brochure de l'obligation Transocean Ltd US893830BD08 en USD 2.5%, échue

1 000 USD

750 000 000 USD

893830BD0

B ( Très spéculatif )

Caa1 ( Risque élevé )

L'Obligation émise par Transocean Ltd ( Suisse ) , en USD, avec le code ISIN US893830BD08, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2017

L'Obligation émise par Transocean Ltd ( Suisse ) , en USD, avec le code ISIN US893830BD08, a été notée Caa1 ( Risque élevé ) par l'agence de notation Moody's.

L'Obligation émise par Transocean Ltd ( Suisse ) , en USD, avec le code ISIN US893830BD08, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1083269/000104746912008801...
424B5 1 a2210971z424b5.htm 424B5
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Table of Contents
TABLE OF CONTENTS
FEE TABLE
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

2.500% Senior Notes due 2017

$750,000,000
99.714%

$85,950

3.800% Senior Notes due 2022

$750,000,000
99.309%

$85,950

Total
$1,500,000,000

$171,900

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-169401
Prospectus Supplement to Prospectus dated September 16, 2010.
$1,500,000,000
$750,000,000 2.500% Senior Notes due 2017
$750,000,000 3.800% Senior Notes due 2022
Fully and Unconditionally Guaranteed by
Transocean Ltd.
Transocean Inc. will pay interest on each series of notes semi-annually on April 15 and October 15 of each year, commencing on April 15,
2013. 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 either series of the notes at any time prior to maturity at prices described under "Description of
the Notes and Guarantees--Optional Redemption."
See "Risk Factors" beginning on page S-8 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.
Proceeds, Before

Public Offering Price

Underwriting Discount

Expenses, to Us

Per Note
Total
Per Note
Total

Per Note

Total

2.500% Senior
Notes due 2017

99.714%$
747,855,000
0.60%$ 4,500,000
99.114%$
743,355,000
3.800% Senior
Notes due 2022

99.309%$
744,817,500
0.65%$ 4,875,000
98.659%$
739,942,500
Total

$ 1,492,672,500

$ 9,375,000

$ 1,483,297,500
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from
September 13, 2012 and must be paid by the purchasers if the notes are delivered after September 13, 2012.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York,
New York on September 13, 2012.
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Joint Book-Running Managers
Barclays

Citigroup

J.P. Morgan

Wells Fargo Securities

BofA Merrill Lynch

DNB Markets
Co-Managers
Credit Agricole CIB

Credit Suisse

Mitsubishi UFJ Securities

Morgan Stanley

Standard Chartered Bank

Prospectus Supplement dated September 10, 2012.
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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-vi

Summary
S-1

Risk Factors
S-8

Use of Proceeds
S-11

Ratio of Earnings to Fixed Charges
S-12

Capitalization
S-13

Description of the Notes and Guarantees
S-14

Material U.S. Federal Income Tax Considerations
S-24

Cayman Islands Tax Consequences
S-28

Material Swiss Tax Consequences
S-28

Underwriting
S-31

Legal Matters
S-34

Experts
S-34
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

Anti-Takeover Provisions
44

Plan of Distribution
46
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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.
Correction of Errors in Previously Reported Consolidated Financial Statements
As previously disclosed in Note 4 to the unaudited condensed consolidated financial statements included in Transocean Ltd.'s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, we identified an error in our previously issued financial statements for
the year ended December 31, 2011 and the three months ended March 31, 2012 related to the recognition of assets for insurance recoveries
related to legal and other costs, which we have concluded should not have been recorded because they were not probable of recovery. In
addition to the adjustments in 2011 and 2012 related to the assets for insurance recoveries, we recorded other adjustments related to the
years ended December 31, 2011 and 2010 and the three months ended March 31, 2012 to correct for errors for repair and maintenance
costs, income taxes, discontinued operations, and the allocation of net income attributable to noncontrolling interest. Upon assessing the
materiality of these errors in accordance with the Securities and Exchange Commission's ("SEC") Staff Accounting Bulletins Nos. 99 and
108, we determined that these errors, collectively, were immaterial to the prior year financial statements. Since the correction of prior
financial statements for immaterial errors does not require our previously filed reports to be amended, the audited consolidated financial
statements included in Transocean Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2011 and the unaudited quarterly
condensed consolidated financial statements included in Transocean Ltd.'s Quarterly Report on Form 10-Q for the quarter ended March 31,
2012, both of which are also incorporated by reference in this prospectus supplement and the accompanying prospectus, have not been
corrected for these errors.
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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 impact of the Brazil Frade field incident and related matters,
·
our results of operations and cash flow from operations, including revenues and expenses,
·
the offshore drilling market, including the impact of enhanced regulations in the jurisdictions in which we operate, supply
and demand, utilization rates, dayrates, 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,
·
liquidity and adequacy of cash flows for our obligations,
·
debt levels, including impacts of the financial and economic downturn,
·
uses of excess cash, including the payment of dividends and other distributions and debt retirement,
·
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,
·
the cost, timing and integration of acquisitions and the proceeds and timing of dispositions, including the sale of the Standard
Jackups and the swamp barge as described under "Summary--Recent Developments--Standard Jackup Divestiture",
·
tax matters, including 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 United States ("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,
·
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 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, regulatory matters, settlements, audits, assessments 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 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 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, 2011, as amended by
Transocean Ltd.'s Annual Report on Form 10-K/A filed with the SEC on March 9, 2012;
·
Transocean Ltd.'s Quarterly Reports on Form 10-Q for the periods ended March 31, 2012 and June 30, 2012; and
·
Transocean Ltd.'s Current Reports on Form 8-K filed with the SEC on January 10, 2012, January 23, 2012, January 25,
2012, February 23, 2012, February 29, 2012, March 30, 2012, April 3, 2012, May 7, 2012, May 21, 2012, June 5, 2012,
July 2, 2012 and September 10, 2012.
You may request a copy of these filings, other than an exhibit to these filings unless the issuers have specifically incorporated that
exhibit by reference into the filing, at no cost, by writing or calling:
Transocean Ltd.
c/o Transocean Offshore Deepwater Drilling Inc.
4 Greenway Plaza
Houston, Texas 77046
Attention: Vice President, Investor Relations and Communications
Telephone: (713) 232-7500
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ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
Transocean Inc. is a Cayman Islands exempted company and Transocean Ltd. is a Swiss corporation. Certain of their respective
officers and directors may be residents of various jurisdictions outside the U.S. All or a substantial portion of the assets of Transocean Inc.
and Transocean Ltd. and the assets of these persons may be located outside the U.S. As a result, it may be difficult for investors to effect
service of process within the U.S. upon these persons or to enforce any U.S. court judgment obtained against these persons that is
predicated upon the civil liability provisions of U.S. federal securities laws. Transocean Inc. has agreed to be served with process with
respect to actions based on offers and sales of the notes. To bring a claim against Transocean Inc., you may serve Transocean Ltd.'s
Corporate Secretary, c/o Transocean Offshore Deepwater Drilling Inc., 4 Greenway Plaza, Houston, Texas 77046, the U.S. agent appointed
for that purpose.
Ogier, Transocean Inc.'s Cayman Islands legal counsel, has advised Transocean Inc. that it is uncertain that Cayman Islands courts
would enforce (1) judgments of U.S. courts obtained in actions against Transocean Inc. or other persons that are predicated upon the civil
liability provisions of the U.S. federal securities laws or (2) original actions brought against Transocean Inc. or other persons predicated
upon the Securities Act. There is no treaty between the United States and the Cayman Islands providing for enforcement of judgments, and
there are grounds upon which Cayman Islands courts may not enforce judgments of U.S. courts. In general, Cayman Islands courts would not
enforce any remedies if they are deemed to be penalties, fines, taxes or similar remedies.
Homburger AG, Transocean Ltd.'s Swiss legal counsel, has advised Transocean Ltd. that it is uncertain that Swiss courts would
enforce (1) judgments of U.S. courts obtained in actions against Transocean Ltd. or other persons that are predicated upon the civil liability
provisions of U.S. federal securities laws or (2) original actions brought against Transocean Ltd. or other persons predicated upon the
Securities Act. The enforceability in Switzerland of a foreign judgment rendered against Transocean Ltd. or such other persons is subject to
the limitations set forth in such international treaties by which Switzerland is bound and the Swiss Federal Private International Law Act. In
particular, and without limitation to the foregoing, a judgment rendered by a foreign court may only be enforced in Switzerland if:
·
such foreign court had jurisdiction,
·
such judgment has become final and nonappealable,
·
the court procedures leading to such judgment followed the principles of due process of law, including proper service of
process, and
·
such judgment does not violate Swiss law principles of public policy.
In addition, enforceability of a judgment by a non-Swiss court in Switzerland may be limited if Transocean Ltd. can demonstrate that it
or such other persons were not effectively served with process.
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