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v3.20.1

Debt | 3 Months Ended
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Mar. 31, 2020
Debt |
Debt | Note 7—Debt Overview Outstanding debt—The aggregate principal amounts and aggregate carrying amounts, net of debt-related balances, including unamortized discounts, premiums, issue costs and fair value adjustments of our debt, were as follows (in millions): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Principal amount | ​ | ​ | Carrying amount |
​ | ​ | March 31, | ​ | December 31, |  | ​ | March 31, | ​ | December 31, |
​ |  | 2020 |  | 2019 |  |  | 2020 |  | 2019 |
6.50% Senior Notes due November 2020 | ​ | $ | 198 | ​ | $ | 206 | ​ | ​ | $ | 198 | ​ | $ | 206 | ​
6.375% Senior Notes due December 2021 | ​ | ​ | 184 | ​ | ​ | 222 | ​ | ​ | ​ | 184 | ​ | ​ | 221 | ​
5.52% Senior Secured Notes due May 2022 | ​ | ​ | 178 | ​ | ​ | 200 | ​ | ​ | ​ | 176 | ​ | ​ | 198 | ​
3.80% Senior Notes due October 2022 | ​ | ​ | 187 | ​ | ​ | 190 | ​ | ​ | ​ | 186 | ​ | ​ | 189 | ​
0.50% Exchangeable Bonds due January 2023 | ​ | ​ | 863 | ​ | ​ | 863 | ​ | ​ | ​ | 862 | ​ | ​ | 862 | ​
5.375% Senior Secured Notes due May 2023 | ​ | ​ | 519 | ​ | ​ | 525 | ​ | ​ | ​ | 513 | ​ | ​ | 518 | ​
9.00% Senior Notes due July 2023 | ​ | ​ | — | ​ | ​ | 714 | ​ | ​ | ​ | — | ​ | ​ | 701 | ​
5.875% Senior Secured Notes due January 2024 | ​ | ​ | 626 | ​ | ​ | 667 | ​ | ​ | ​ | 616 | ​ | ​ | 656 | ​
7.75% Senior Secured Notes due October 2024 | ​ | ​ | 420 | ​ | ​ | 420 | ​ | ​ | ​ | 412 | ​ | ​ | 412 | ​
6.25% Senior Secured Notes due December 2024 | ​ | ​ | 437 | ​ | ​ | 437 | ​ | ​ | ​ | 430 | ​ | ​ | 430 | ​
6.125% Senior Secured Notes due August 2025 | ​ | ​ | 501 | ​ | ​ | 534 | ​ | ​ | ​ | 492 | ​ | ​ | 525 | ​
7.25% Senior Notes due November 2025 | ​ | ​ | 750 | ​ | ​ | 750 | ​ | ​ | ​ | 738 | ​ | ​ | 737 | ​
7.50% Senior Notes due January 2026 | ​ | ​ | 750 | ​ | ​ | 750 | ​ | ​ | ​ | 743 | ​ | ​ | 743 | ​
6.875% Senior Secured Notes due February 2027 | ​ | ​ | 550 | ​ | ​ | 550 | ​ | ​ | ​ | 541 | ​ | ​ | 541 | ​
8.00% Senior Notes due February 2027 | ​ | ​ | 750 | ​ | ​ | — | ​ | ​ | ​ | 743 | ​ | ​ | — | ​
7.45% Notes due April 2027 | ​ | ​ | 88 | ​ | ​ | 88 | ​ | ​ | ​ | 86 | ​ | ​ | 86 | ​
8.00% Debentures due April 2027 | ​ | ​ | 57 | ​ | ​ | 57 | ​ | ​ | ​ | 57 | ​ | ​ | 57 | ​
7.00% Notes due June 2028 | ​ | ​ | 300 | ​ | ​ | 300 | ​ | ​ | ​ | 306 | ​ | ​ | 306 | ​
7.50% Notes due April 2031 | ​ | ​ | 588 | ​ | ​ | 588 | ​ | ​ | ​ | 585 | ​ | ​ | 585 | ​
6.80% Senior Notes due March 2038 | ​ | ​ | 1,000 | ​ | ​ | 1,000 | ​ | ​ | ​ | 992 | ​ | ​ | 991 | ​
7.35% Senior Notes due December 2041 | ​ | ​ | 300 | ​ | ​ | 300 | ​ | ​ | ​ | 297 | ​ | ​ | 297 | ​
Total debt | ​ | ​ | 9,246 | ​ | ​ | 9,361 | ​ | ​ | ​ | 9,157 | ​ | ​ | 9,261 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Less debt due within one year | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
6.50% Senior Notes due November 2020 | ​ | ​ | 198 | ​ | ​ | 206 | ​ | ​ | ​ | 198 | ​ | ​ | 206 | ​
5.52% Senior Secured Notes due May 2022 | ​ | ​ | 89 | ​ | ​ | 88 | ​ | ​ | ​ | 88 | ​ | ​ | 87 | ​
3.80% Senior Notes due October 2022 | ​ | ​ | 5 | ​ | ​ | — | ​ | ​ | ​ | 5 | ​ | ​ | — | ​
5.375% Senior Secured Notes due May 2023 | ​ | ​ | 32 | ​ | ​ | 16 | ​ | ​ | ​ | 29 | ​ | ​ | 14 | ​
5.875% Senior Secured Notes due January 2024 | ​ | ​ | 83 | ​ | ​ | 83 | ​ | ​ | ​ | 79 | ​ | ​ | 79 | ​
7.75% Senior Secured Notes due October 2024 | ​ | ​ | 60 | ​ | ​ | 60 | ​ | ​ | ​ | 58 | ​ | ​ | 58 | ​
6.25% Senior Secured Notes due December 2024 | ​ | ​ | 62 | ​ | ​ | 62 | ​ | ​ | ​ | 60 | ​ | ​ | 60 | ​
6.125% Senior Secured Notes due August 2025 | ​ | ​ | 66 | ​ | ​ | 66 | ​ | ​ | ​ | 64 | ​ | ​ | 64 | ​
Total debt due within one year | ​ | ​ | 595 | ​ | ​ | 581 | ​ | ​ | ​ | 581 | ​ | ​ | 568 | ​
Total long-term debt |  | $ | 8,651 | ​ | $ | 8,780 | ​ |  | $ | 8,576 | ​ | $ | 8,693 | ​
​ Scheduled maturities—At March 31, 2020, the scheduled maturities of our debt were as follows (in millions): ​
​ | ​ | ​ | ​ | ​
​ |  | Total |
Years ending March 31, | ​ | ​ | ​ | ​
2021 | ​ | $ | 595 | ​
2022 | ​ | ​ | 606 | ​
2023 | ​ | ​ | 1,466 | ​
2024 | ​ | ​ | 1,020 | ​
2025 | ​ | ​ | 516 | ​
Thereafter | ​ | ​ | 5,043 | ​
Total principal amount of debt | ​ | ​ | 9,246 | ​
Total debt-related balances, net | ​ | ​ | (89) | ​
Total carrying amount of debt | ​ | $ | 9,157 | ​
​ Secured Credit Facility—In June 2018, we entered into a bank credit agreement, which established a $1.0 billion secured revolving credit facility (the “Secured Credit Facility”), and in May, July, September and December 2019, we amended the terms of the Secured Credit Facility to, among other changes, increase the borrowing capacity to $1.3 billion and add to and clarify the lender parties and their respective commitments under the facility. The Secured Credit Facility is scheduled to expire on June 22, 2023. The Secured Credit Facility is guaranteed by Transocean Ltd. and certain wholly owned subsidiaries. We may borrow under the Secured Credit Facility at either (1) the reserve adjusted London interbank offered rate plus a margin (the “Secured Credit Facility Margin”), which ranges from 2.625 percent to 3.375 percent based on the credit rating of the Secured Credit Facility, or (2) the base rate specified in the credit agreement plus the Secured Credit Facility Margin, minus one percent per annum. Throughout the term of the Secured Credit Facility, we pay a facility fee on the amount of the underlying commitment which ranges from 0.375 percent to 1.00 percent based on the credit rating of the Secured Credit Facility. At March 31, 2020, based on the credit rating of the Secured Credit Facility on that date, the Secured Credit Facility Margin was 2.875 percent and the facility fee was 0.625 percent. At March 31, 2020, we had no borrowings outstanding, $7 million of letters of credit issued, and we had $1.3 billion of available borrowing capacity under the Secured 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 the credit rating of our non-credit enhanced senior unsecured long-term debt. As of March 31, 2020, the interest rate in effect for the 6.375% senior notes due December 2021, 3.80% senior notes due October 2022 and the 7.35% senior notes due December 2041 was 8.375 percent, 5.80 percent and 9.35 percent, respectively. Exchangeable bonds—The 0.50% exchangeable senior bonds due January 30, 2023 (the “Exchangeable Bonds”) may be converted at any time prior to the maturity date at an exchange rate of 97.29756 shares per $1,000 note, equivalent to a conversion price of $10.28 per share, subject to adjustment upon the occurrence of certain events. Debt issuances Priority guaranteed senior unsecured notes—On January 17, 2020, we issued $750 million aggregate principal amount of 8.00% senior unsecured notes due February 2027 (the “8.00% Senior Notes”), and we received aggregate cash proceeds of $743 million, net of issue costs. The 8.00% Senior Notes are fully and unconditionally guaranteed by Transocean Ltd. and certain wholly owned subsidiaries of Transocean Inc. 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 subsidiaries guaranteeing the notes. We may redeem all or a portion of the 8.00% Senior Notes on or prior to February 1, 2023 at a price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently, at specified redemption prices. The indenture that governs the 8.00% 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. Senior secured notes—On February 1, 2019, we issued $550 million aggregate principal amount of 6.875% senior secured notes due February 2027 (the “6.875% Senior Secured Notes”), and we received aggregate cash proceeds of $539 million, net of discount and issue costs. The 6.875% Senior Secured Notes are secured by the assets and earnings associated with the ultra-deepwater floater Deepwater Poseidon and the equity of the wholly owned subsidiaries that own or operate the collateral rig. Additionally, we were required to deposit $19 million in restricted cash accounts to satisfy debt service requirements. We are required to pay semiannual installments of (a) interest only through August 2021 and (b) principal and interest thereafter. We may redeem all or a portion of the 6.875% Senior Secured Notes on or prior to February 1, 2022 at a price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently, at specified redemption prices. Debt retirements Redemption—On January 17, 2020, we provided a notice to redeem in full our outstanding 9.00% senior notes due July 2023 (the “9.00% Senior Notes”). On February 18, 2020, we made a payment of $767 million, including the make-whole provision, to redeem the 9.00% Senior Notes, and in the three months ended March 31, 2020, we recognized a loss of $65 million associated with the retirement of debt. Repurchases—During the three months ended March 31, 2020, we repurchased in the open market debt securities with aggregate principal amounts as follows (in millions): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Three months | ​
​ | ​ | ​ | ​ | ​ | ended | ​
​ | ​ | ​ | ​ | ​ | March 31, | ​
​ |  | ​ | ​ |  | 2020 |
6.50% Senior Notes due November 2020 | ​ | ​ | ​ | ​ | $ | 8 | ​
6.375% Senior Notes due December 2021 | ​ | ​ | ​ | ​ | ​ | 38 | ​
3.80% Senior Notes due October 2022 | ​ | ​ | ​ | ​ | ​ | 3 | ​
5.375% Senior Secured Notes due May 2023 | ​ | ​ | ​ | ​ | ​ | 6 | ​
Aggregate principal amount retired | ​ | ​ | ​ | ​ | $ | 55 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Aggregate cash payment | ​ | ​ | ​ | ​ | $ | 46 | ​
Aggregate net gain | ​ | ​ | ​ | ​ | $ | 8 | ​
​ Tender offers—On February 5, 2019, we completed cash tender offers to purchase certain notes (the “2019 Tendered Notes”). We received valid tenders from holders of aggregate principal amounts of the 2019 Tendered Notes as follows (in millions): ​
​ | ​ | ​ | ​ | ​
​ | ​ | Three months | ​
​ | ​ | ended | ​
​ | ​ | March 31, | ​
​ |  | 2019 |
6.50% Senior Notes due November 2020 | ​ | $ | 57 | ​
6.375% Senior Notes due December 2021 | ​ | ​ | 63 | ​
3.80% Senior Notes due October 2022 | ​ | ​ | 190 | ​
9.00% Senior Notes due July 2023 | ​ | ​ | 200 | ​
Aggregate principal amount retired | ​ | $ | 510 | ​
​ | ​ | ​ | ​ | ​
Aggregate cash payment | ​ | $ | 522 | ​
Aggregate net loss | ​ | $ | (18) | ​
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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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