Transocean Ltd., Shelf Drilling International Holdings, Ltd. - M&A Call

Transocean Ltd. (RIG)

September 12, 2012 10:00 am ET

Executives

R. Thaddeus Vayda - Vice President of Investor Relations & Communications

Steven L. Newman - Chief Executive Officer, President, Director and Member of Executive Risk Management Committee

Gregory L. Cauthen - Interim Chief Financial Officer and Executive Vice President

Terry B. Bonno - Senior Vice President of Marketing

Analysts

Ian Macpherson - Simmons & Company International, Research Division

Matt Conlan

Michael W. Urban - Deutsche Bank AG, Research Division

David C. Smith - Johnson Rice & Company, L.L.C., Research Division

Justin Sander - RBC Capital Markets, LLC, Research Division

Kurt Hallead - RBC Capital Markets, LLC, Research Division

Truls Olsen - Fearnley Fonds ASA, Research Division

Alan D. Laws - BMO Capital Markets U.S.

Todd P. Scholl - Clarkson Capital Markets, Research Division

Presentation

Operator

Good day, everyone, and welcome to the Transocean Update Call. Today's call is being recorded. At this time, I would like to turn the conference over to Mr. Thad Vayda. Please go ahead, sir.

R. Thaddeus Vayda

Thank you, Rebecca. Good day, and thank you for joining us on this update call to discuss and respond to your questions regarding several recent events, including a sale of our standard jackup fleet to Shelf Drilling International, our disclosure of an opportunity to build 4 ultra-deepwater drillships to firm 10-year contracts and associated $1.5 billion public debt offering.

Joining me on this morning's call are Steven Newman, Chief Executive Officer; Greg Cauthen, Executive Vice President and Chief Financial Officer; and Terry Bonno, Senior Vice President of Marketing.

Before I turn the call over to Steven, I'd like to point out that during the course of this call, participants may make certain forward-looking statements regarding various matters related to our business and company that are not historical facts, including future financial performance, operating results, estimated loss contingencies associated with the Macondo well incident, the Frade field incident in Brazil, the sale of our standard jackup fleet, the newbuild and potential contract associated therewith, the use of proceeds of our recent debt offering and the prospects for the contract drilling business in general. Such statements are based on the current expectations and certain assumptions of management and are therefore subject to certain risks and uncertainties. As you know, it's inherently difficult to make projections or other forward-looking statements in a cyclical industry since the risks, assumptions and uncertainties involved in these forward-looking statements include the level of crude oil and natural gas prices, rig demand, the effects and results of litigation, assessment and contingencies, closing conditions for the sale of our jackup fleet, entering to a binding agreement regarding the newbuild and operational and other risks, which are described in the company's most recent Form 10-K and other filings with the U.S. Securities and Exchange Commission. Should one or more of these risks and uncertainties materialize or underlying assumptions prove incorrect, actual results may vary materially from those indicated. Transocean neither intends to nor assumes any obligation to update or revise these forward-looking statements in light of developments, which differ from those anticipated. [Operator Instructions]

Thanks very much. And I'll now turn the call over to Steven Newman. Steven?

Steven L. Newman

Hello, and thank you for joining us today. Travel schedules and the uncertainty of the timing of the debt offering necessitated that we schedule this call a little later than we would have preferred.

I'd like to take this opportunity to welcome Esa Ikäheimonen, who will assume the CFO responsibilities on November 15. Esa's extensive experience and industry knowledge make him a great fit for this key role at Transocean. Although it's a bit premature as he will be here until the end of the year to help with Esa's transition, I'd like to thank Greg for his dedication and extraordinary efforts.

As you can see from our many filings and press releases this week, we have made significant progress executing on our asset strategy. First of all, we are pleased to announce that we reached the definitive agreement to sell 38 shallow water drilling rigs to Shelf Drilling International for $1.05 billion. This marks a major milestone in our asset strategy and a significant step to increase our focus on High-Specification Floaters and Jackups, improving our long-term competitiveness by reducing the diversity of our fleet. We have made measurable progress on this important goal, and this is extremely encouraging.

Let me give you a few key highlights of the transaction. The $1.05 billion sales price comprises $855 million in cash and $195 million in seller financing. The seller financing will be in the form of preference shares issued by the parent company of Shelf Drilling to Transocean. And we expect the transaction to close in the fourth quarter of this year.

As part of this transaction and to provide as seamless a transition as possible for our customers and for our employees joining the new company, we've agreed to provide various support services to Shelf Drilling for a period of time following closing.

We also announced our discussions with a major oil company for the potential construction of 4 ultra-deepwater newbuild drillships, which we would expect to be backed by 10-year drilling contracts. We currently have a nonbinding letter of intent that outlines most of the commercial terms associated with this project, including an estimated capital investment of $3 billion or about $750 million per rig. Contract backlog associated with this newbuild opportunity is expected to be approximately $7.6 billion, representing 40 rig years of work. The implied day rate for each rig is $520,000.

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