Obbligazione OceanTransit Inc. 4.95% ( US893830AX70 ) in USD

OceanTransit Inc.

100 USD ⇌

Svizzera

US893830AX70 ( in USD )

4.95% per anno ( pagato 2 volte l'anno)

15/11/2015 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Transocean Ltd US893830AX70 in USD 4.95%, scaduta

1 000 USD

1 100 000 000 USD

893830AX7

BB+ ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

Transocean Ltd. è una società di perforazione offshore che fornisce servizi di perforazione a contratto per l'esplorazione e la produzione di petrolio e gas naturale in tutto il mondo.

Transocean Ltd. (ISIN: US893830AX70, CUSIP: 893830AX7) ha emesso un'obbligazione denominata in USD, del valore complessivo di 1.100.000.000, con scadenza il 15/11/2015, rimborsata al 100%, cedola del 4,95% pagata semestralmente, con taglio minimo di 1.000 USD, valutata BB+ da S&P e Ba1 da Moody's.

Definitive Prospectus Supplement
Page 1 of 87
424B5 1 d424b5.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration 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
4.95% Senior Notes due 2015
$1,100,000,000
99.948%

$78,430
6.50% Senior Notes due 2020
$900,000,000
99.930%

$64,170
Total
$2,000,000,000
$142,600(1)
(1) Such fee was paid by Transocean by wire transfer on September 16, 2010.
http://sec.gov/Archives/edgar/data/1083269/000119312510212305/d424b5.htm
9/20/2010

Definitive Prospectus Supplement
Page 2 of 87
Table of Contents

Prospectus Supplement to Prospectus dated September 16, 2010.
Transocean Inc.
$1,100,000,000 4.95% Senior Notes due 2015
$900,000,000 6.50% Senior Notes due 2020

Fully and Unconditionally Guaranteed by
Transocean Ltd.
Transocean Inc. will pay interest on the notes semi-annually on May 15 and November 15 of each year,
beginning November 15, 2010. 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 whole 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-12 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
expenses,

Public Offering Price
Underwriting Discount
to us

Per Note
Total
Per Note
Total
Per Note
Total
4.95% senior notes due

$
0.600%
$ 6,600,000
99.348%
$1,092,828,000
2015

1,099,428,000

99.948%

6.50% senior notes due

$
0.650%
$ 5,850,000
99.280%
$ 893,520,000
2020

899,370,000

99.930%

Total

$1,998,798,000
$12,450,000

$1,986,348,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes
will accrue from September 21, 2010 and must be paid by the purchasers if the notes are delivered after
September 21, 2010.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against
payment in New York, New York on September 21, 2010.
Joint Book-Running Managers

Goldman, Sachs & Co.
J.P. Morgan
Citi

http://sec.gov/Archives/edgar/data/1083269/000119312510212305/d424b5.htm
9/20/2010

Definitive Prospectus Supplement
Page 3 of 87
Senior Co-Managers

Credit Agricole CIB
Mitsubishi UFJ Securities

Co-Managers

BofA Merrill Lynch
Barclays Capital

BNP PARIBAS

Credit Suisse

DnB NOR Markets

HSBC

RBS

UBS Investment Bank

Wells Fargo Securities

Prospectus Supplement dated September 16, 2010.
http://sec.gov/Archives/edgar/data/1083269/000119312510212305/d424b5.htm
9/20/2010

Definitive Prospectus Supplement
Page 4 of 87
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Special Note Regarding Forward-Looking Statements

S-4
Where You Can Find More Information

S-6
Enforceability of Civil Liabilities Against Foreign Persons

S-7
Summary

S-8
Risk Factors
S-12
Use of Proceeds
S-14
Capitalization
S-15
Description of the Notes and Guarantees
S-17
Material U.S. Federal Income Tax Considerations
S-25
Cayman Islands Tax Consequences
S-29
Swiss Tax Consequences
S-29
Underwriting
S-30
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

21
Ratio of Earnings to Fixed Charges

21
Description of Transocean Inc. Debt Securities and Transocean Ltd. Guarantee

22
Description of Transocean Ltd. Shares

29
Description of Warrants

39
Anti-Takeover Provisions

40
Plan of Distribution

42
Legal Matters

44
Experts

44

You should rely only on the information contained in or incorporated by reference into this prospectus
supplement and the accompanying prospectus. Transocean Inc. and Transocean Ltd. have not authorized
anyone to provide you with different information. 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.

S-2
http://sec.gov/Archives/edgar/data/1083269/000119312510212305/d424b5.htm
9/20/2010

Definitive Prospectus Supplement
Page 5 of 87
Table of Contents
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.

S-3
http://sec.gov/Archives/edgar/data/1083269/000119312510212305/d424b5.htm
9/20/2010

Definitive Prospectus Supplement
Page 6 of 87
Table of Contents
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 and Section 21E of the Securities Exchange Act of 1934, which we refer to as 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 in the United States ("U.S.")
Gulf of Mexico, 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,

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, debt retirement (including

the repurchase and repurchase price of convertible senior notes) and share repurchases under our share
repurchase program,

the cost and timing 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.

S-4
http://sec.gov/Archives/edgar/data/1083269/000119312510212305/d424b5.htm
9/20/2010

Definitive Prospectus Supplement
Page 7 of 87
Table of Contents
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 SEC filings,

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,

the cancellation of contracts currently included in our reported contract backlog,

the effect and results of litigation, tax audits and contingencies,

market conditions for, and actions by holders of, our convertible senior notes, 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.
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.

S-5
http://sec.gov/Archives/edgar/data/1083269/000119312510212305/d424b5.htm
9/20/2010

Definitive Prospectus Supplement
Page 8 of 87
Table of Contents
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 New York Stock
Exchange, 20 Broad Street, 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
offered securities 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, 2009;

Transocean Ltd.'s Quarterly Reports on Form 10-Q for the periods ended March 31, 2010 and June 30,

2010; and

Transocean Ltd.'s Current Reports on Form 8-K filed with the SEC on February 18, 2010, February 26,

2010, April 23, 2010, May 19, 2010, July 1, 2010, August 16, 2010, August 17, 2010 and September 16,
2010 (both reports).
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
Telephone: (713) 232-7500

S-6
http://sec.gov/Archives/edgar/data/1083269/000119312510212305/d424b5.htm
9/20/2010

Definitive Prospectus Supplement
Page 9 of 87
Table of Contents
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 United
States. 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 United States. As a result, it may be difficult for investors to effect service of
process within the United States upon these persons or to enforce any U.S. court judgment obtained against
these persons that is predicated upon the civil liability provisions of the Securities Act of 1933. 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 Securities Act of 1933 or (2) original
actions brought against Transocean Inc. or other persons predicated upon the Securities Act of 1933. 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 the Securities Act of 1933 or (2) original actions
brought against Transocean Ltd. or other persons predicated upon the Securities Act of 1933. The enforceability
in Switzerland of a foreign judgment rendered against Transocean Ltd. 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 on its merits 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 was not effectively served with process.

S-7
http://sec.gov/Archives/edgar/data/1083269/000119312510212305/d424b5.htm
9/20/2010

Definitive Prospectus Supplement
Page 10 of 87
Table of Contents
SUMMARY
This summary may not contain all of the information that is important to you. You should read this entire
prospectus supplement and the accompanying prospectus, including the documents incorporated by
reference, before making an investment decision. In sections of this prospectus supplement that describe the
business of Transocean Ltd., when we use the terms "we," "us" or "our," we are referring to Transocean Ltd.
together with its consolidated subsidiaries and predecessors, the term "Transocean Ltd." means Transocean
Ltd. only, and the term "Transocean Inc." means Transocean Inc. only, unless the context otherwise requires.
Transocean Inc. is a direct, wholly-owned subsidiary of Transocean Ltd.
About Transocean Inc.
Transocean Inc. is a direct, wholly-owned subsidiary of Transocean Ltd. Substantially all of our
operations are conducted through subsidiaries of Transocean Inc.
Transocean Inc.'s principal executive offices are located at 70 Harbour Drive, Grand Cayman, Cayman
Islands KY1-1003, and its telephone number at that address is (345) 745-4500.
About Transocean Ltd.
Transocean Ltd., through its subsidiaries, is the leading international provider of offshore contract drilling
services for oil and gas wells. As of September 14, 2010, we owned, had partial ownership interests in or
operated 139 mobile offshore drilling units. As of this date, our fleet consisted of 45 High-Specification
Floaters (Ultra-Deepwater, Deepwater and Harsh Environment semisubmersibles and drillships), 26 Midwater
Floaters, 10 High-Specification Jackups, 55 Standard Jackups and three Other Rigs. In addition, we had three
Ultra-Deepwater Floaters under construction.
We believe our mobile offshore drilling fleet is one of the most modern and versatile fleets in the world.
Our primary business is to contract our drilling rigs, related equipment and work crews predominantly on a
dayrate basis to drill oil and gas wells. We specialize in technically demanding segments of the offshore
drilling business with a particular focus on deepwater and harsh environment drilling services. We also
provide oil and gas drilling management services on either a dayrate basis or a completed-project, fixed-price
(or "turnkey") basis, as well as drilling engineering and drilling project management services, and we
participate in oil and gas exploration and production activities.
Transocean Ltd. is a Swiss corporation with its registered office at Turmstrasse 30, CH-6300 Zug,
Switzerland, and its principal executive offices located at Chemin de Blandonnet 10, CH-1214 Vernier,
Switzerland. Transocean Ltd.'s telephone number at that address is +41 22 930 9000. Transocean Ltd.'s
shares are listed on the New York Stock Exchange under the symbol "RIG" and on the SIX Swiss Exchange
under the symbol "RIGN."
Recent Developments
Repurchases of Convertible Notes
Between June 30, 2010 and September 14, 2010, Transocean Inc. repurchased $241 million aggregate
principal amount of its 1.50% Series B Convertible Senior Notes due 2037 and $228 million aggregate
principal amount of its 1.50% Series C Convertible Senior Notes due 2037.

S-8
http://sec.gov/Archives/edgar/data/1083269/000119312510212305/d424b5.htm
9/20/2010