Note 9—Debt

Overview—Debt, net of debt‑related balances, including unamortized discounts, premiums, issue costs and fair value adjustments, was comprised of the following (in millions):


	September 30,		December 31,
	2016		2015
5.05% Senior Notes due December 2016 (a)	$	938	$	973
2.5% Senior Notes due October 2017 (a)		504		568
Eksportfinans Loans due January 2018		133		216
6.00% Senior Notes due March 2018 (a)		759		789
7.375% Senior Notes due April 2018 (a)		211		236
6.50% Senior Notes due November 2020 (a)		525		911
6.375% Senior Notes due December 2021 (a)		551		1,143
3.8% Senior Notes due October 2022 (a)		534		726
9.00% Senior Notes due July 2023 (b)		1,210		—
7.45% Notes due April 2027 (a)		85		94
8% Debentures due April 2027 (a)		57		57
7% Notes due June 2028		308		309
Capital lease contract due August 2029		572		591
7.5% Notes due April 2031 (a)		585		589
6.80% Senior Notes due March 2038 (a)		991		991
7.35% Senior Notes due December 2041 (a)		297		297
Total debt		8,260		8,490
Less debt due within one year
5.05% Senior Notes due December 2016 (a)		938		973
Eksportfinans Loans due January 2018		106		97
Capital lease contract due August 2029		25		23
Total debt due within one year		1,069		1,093
Total long-term debt	$	7,191	$	7,397

(a)

Transocean Inc., a 100 percent owned subsidiary of Transocean Ltd., is the issuer of the notes and debentures. Transocean Ltd. has provided a full and unconditional guarantee of the notes and debentures and borrowings under the Five‑Year Revolving Credit Facility. Transocean Ltd. has no independent assets or operations, and following the completion of certain restructuring transactions during the nine months ended September 30, 2016, its only other subsidiary not owned indirectly through Transocean Inc. was minor. Transocean Inc. has no independent assets and operations, other than those related to its investments in non‑guarantor operating companies and balances primarily pertaining to its cash and cash equivalents and debt. Transocean Ltd. and Transocean Inc. are not subject to any significant restrictions on their ability to obtain funds from their consolidated subsidiaries by dividends, loans or return of capital distributions. See Note 15—Subsequent Events.

(b)

Transocean Inc. is the issuer of the unregistered notes. Transocean Ltd. and certain wholly owned subsidiaries of Transocean Inc. (the “Subsidiary Guarantors”) have provided a full and unconditional guarantee of the notes. Such notes rank equal in right of payment to all of our existing and future unsecured unsubordinated obligations and rank structurally senior to the extent of the value of the assets of the Subsidiary Guarantors.

Five‑Year Revolving Credit Facility—In June 2014, we entered into an amended and restated bank credit agreement, which established a $3.0 billion unsecured five‑year revolving credit facility, that is scheduled to expire on June 28, 2019 (the “Five‑Year Revolving Credit Facility”). Among other things, the Five‑Year Revolving Credit Facility includes limitations on creating liens, incurring subsidiary debt, transactions with affiliates, sale/leaseback transactions, mergers and the sale of substantially all assets. The Five‑Year Revolving Credit Facility also includes a covenant imposing a maximum debt to tangible capitalization ratio of 0.6 to 1.0. Borrowings under the Five‑Year Revolving Credit Facility are subject to acceleration upon the occurrence of an event of default, borrowings are guaranteed by Transocean Ltd. and may be prepaid in whole or in part without premium or penalty.

We may borrow under the Five‑Year Revolving Credit Facility at either (1) the adjusted London Interbank Offered Rate plus a margin (the “Five‑Year Revolving Credit Facility Margin”), which ranges from 1.125 percent to 2.0 percent based on the credit rating of our non‑credit enhanced senior unsecured long‑term debt (“Debt Rating”), or (2) the base rate specified in the credit agreement plus the Five‑Year Revolving Credit Facility Margin, less one percent per annum. Throughout the term of the Five‑Year Revolving Credit Facility, we pay a facility fee on the daily unused amount of the underlying commitment which ranges from 0.15 percent to 0.35 percent depending on our Debt Rating. Effective May 17, 2016, as a result of a further reduction of our Debt Rating, the Five‑Year Revolving Credit Facility Margin increased to 2.0 percent from 1.75 percent and the facility fee increased to 0.35 percent from 0.275 percent. At September 30, 2016, based on our Debt Rating on that date, the Five‑Year Revolving Credit Facility Margin was 2.0 percent and the facility fee was 0.35 percent. At September 30, 2016, we had no borrowings outstanding or letters of credit issued, and we had $3.0 billion of available borrowing capacity under the Five‑Year Revolving Credit Facility.

Interest rate adjustments—The interest rates for certain of our notes are subject to adjustment from time to time upon a change to our Debt Rating. Effective April 15, 2016, as a result of a reduction of our Debt Rating, the interest rates on the 2.5% Senior Notes due October 2017 (the “2.5% Senior Notes”) and the 3.8% Senior Notes due October 2022 (the “3.8% Senior Notes”) increased to 3.75 percent and 5.05 percent, respectively. Effective June 15, 2016, as a result of a further reduction of our Debt Rating, the interest rates on the 5.05% Senior Notes due December 2016 (the “5.05% Senior Notes”), the 6.375% Senior Notes due December 2021 (the “6.375% Senior Notes”) and the 7.35% Senior Notes due December 2041 increased to 6.80 percent, 8.125 percent and 9.10 percent, respectively. Effective October 15, 2016, as a result of a further reduction of our Debt Rating, the interest rates on the 2.5% Senior Notes and the 3.8% Senior Notes will increase to 4.25 percent and 5.55 percent, respectively.

Debt issuance—On July 21, 2016, we completed an offering of an aggregate principal amount of $1.25 billion of senior unsecured notes due July 15, 2023 (the “9.00% Senior Notes”), and we received aggregate cash proceeds of $1.21 billion, net of initial discount and estimated costs payable by us. We used the majority of the net proceeds from the debt offering to complete the Tender Offer (see “Debt tender offer”). The 9.00% Senior Notes are fully and unconditionally guaranteed by Transocean Ltd. and certain wholly owned subsidiaries of Transocean Inc. We will pay interest on the 9.00% Senior Notes semiannually on January 15 and July 15 of each year, beginning on January 15, 2017. We may redeem all or a portion of the 9.00% Senior Notes at any time prior to July 15, 2020 at a price equal to 100 percent of the aggregate principal amount plus a make‑whole provision, and on or after July 15, 2020, at specified redemption prices. The indenture that governs the 9.00% Senior Notes contains covenants that, among other things, limit our ability to incur certain liens on our drilling units without equally and ratably securing the notes, engage in certain sale and lease‑back transactions covering any of our drilling units, allow our subsidiaries to incur certain additional debt, and consolidate, merge or enter into a scheme of arrangement qualifying as an amalgamation. See Note 15—Subsequent Events.

Debt tender offer—On August 1, 2016, we completed a tender offer (the “Tender Offer”) to purchase for cash up to $1.0 billion aggregate principal amount of our 6.50% Senior Notes due November 2020 (the “6.50% Senior Notes”), 6.375% Senior Notes and 3.8% Senior Notes (collectively, the “Tendered Notes”), subject to the terms and conditions specified in the related offer to purchase. In connection with the Tender Offer, we received valid tenders from holders of an aggregate principal amount of the Tendered Notes as follows: $348 million of the 6.50% Senior Notes, $476 million of the 6.375% Senior Notes and $157 million of the 3.8% Senior Notes. In the three and nine months ended September 30, 2016, we made an aggregate cash payment of $876 million to settle the Tendered Notes, and we recognized an aggregate gain of $104 million associated with the retirement of debt.

Debt repurchases and redemptions—During the three and nine months ended September 30, 2016, we repurchased in the open market an aggregate principal amount of $137 million and $365 million, respectively, of our debt securities for an aggregate cash payment of $131 million and $320 million, respectively. As a result of the repurchases, we retired the respective aggregate principal amounts of the notes as follows: $36 million of the 5.05% Senior Notes, $65 million of the 2.5% Senior Notes, $35 million of the 6.00% Senior Notes due March 2018 (the “6.00% Senior Notes”), $26 million of the 7.375% Senior Notes due April 2018, $32 million of the 6.50% Senior Notes, $120 million of the 6.375% Senior Notes, $38 million of the 3.8% Senior Notes, $8 million of the 7.45% Notes due April 2027 and $5 million of the 7.5% Notes due April 2031. In the three and nine months ended September 30, 2016, we recognized an aggregate gain of $6 million and $44 million, respectively, associated with the retirement of such notes.

During the three and nine months ended September 30, 2015, we repurchased in the open market an aggregate principal amount of $292 million of our debt securities for an aggregate cash payment of $274 million. As a result of the repurchases, we retired the respective aggregate principal amounts of the notes as follows: $5 million of the 5.05% Senior Notes, $107 million of the 2.5% Senior Notes, $134 million of the 6.00% Senior Notes, $30 million of the 6.375% Senior Notes and $16 million of the 3.8% Senior Notes. Additionally, we completed the full redemption of $893 million aggregate principal amount of the then outstanding 4.95% Senior Notes due November 2015 for an aggregate cash payment of $904 million. In the three and nine months ended September 30, 2015, we recognized an aggregate net gain of $7 million associated with the retirement of such repurchased or redeemed notes.