PRICING AGREEMENT
Xxxxxxx, Xxxxx & Co.
Xxxxxxx Xxxxxxxx Inc
ABN AMRO Chicago Corporation
Credit Lyonnais Securities (USA) Inc.
As Representatives of the several
Underwriters named in Schedule I hereto
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 24, 1997
Ladies and Gentlemen:
Transocean Offshore Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated April 24, 1997 (the "Underwriting Agreement"),
between the Company on the one hand and Xxxxxxx, Xxxxx & Co., Salomon Brothers
Inc, ABN AMRO Chicago Corporation and Credit Lyonnais Securities (USA) Inc. on
the other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Pricing Agreement to the same extent as if such provisions had been
set forth in full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty which refers to
the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be
a representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the
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Underwriters set forth in Schedule II hereto, the principal amount of Designated
Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us seven counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
Transocean Offshore Inc.
By: /s/ XXXX X. XXXXX
Name: Xxxx X. Xxxxx
Title: Vice President
Accepted as of the date hereof:
Xxxxxxx, Xxxxx & Co.
Xxxxxxx Xxxxxxxx Inc
ABN AMRO Chicago Corporation
Credit Lyonnais Securities (USA) Inc.
By: /s/ XXXXXXX, SACHS & CO.
(Xxxxxxx, Xxxxx & Co.)
On behalf of each of the Underwriters
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SCHEDULE I
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
OF NOTES OF DEBENTURES
UNDERWRITER TO BE PURCHASED TO BE PURCHASED
----------- --------------- ---------------
Xxxxxxx, Sachs & Co......................... $ 36,650,000 $ 73,350,000
Salomon Brothers Inc........................ 36,650,000 73,350,000
ABN AMRO Chicago Corporation................ 23,350,000 46,650,000
Credit Lyonnais Securities (USA) Inc........ 3,350,000 6,650,000
Total................................. $100,000,000 $200,000,000
============ ============
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7.45% Notes due 2027
8% Debentures due 2027
AGGREGATE PRINCIPAL AMOUNT:
$100,000,000 Notes
$200,000,000 Debentures
PRICE TO PUBLIC:
100% of the principal amount of the Notes, plus accrued interest, if any,
from April 15, 1997 to April 29, 1997.
99.599% of the principal amount of the Debentures, plus accrued interest,
if any, from April 15, 1997 to April 29, 1997.
PURCHASE PRICE BY UNDERWRITERS:
99.35% of the principal amount of the Notes, plus accrued interest, if
any, from April 15, 1997 to April 29, 1997.
98.724% of the principal amount of the Debentures, plus accrued interest,
if any, from April 15, 1997 to April 29, 1997.
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian for trading in the Same Day Funds Settlement System of DTC, and
to be made available for checking by the Representatives at least
twenty-four hours prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
10:00 a.m. (New York City time), April 29, 1997
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INDENTURE:
Indenture dated April 15, 1997, between the Company and Texas Commerce
Bank National Association, as Trustee, as supplemented by that certain
Supplemental Indenture dated April 15, 1997, between the Company and Texas
Commerce Bank National Association, as Trustee
MATURITY:
Notes: April 15, 2027
Debentures: April 15, 2027
INTEREST RATE:
Notes: 7.45%
Debentures: 8%
INTEREST PAYMENT DATES:
Notes and Debentures: Semi-annually in arrears on each April 15 and
October 15, commencing October 15, 1997
REDEMPTION PROVISIONS:
OPTIONAL REPAYMENT:
The Notes may be repaid, at the option of the registered holders
thereof, on April 15, 2007, together with the accrued and unpaid
interest, if any, to the date of such repayment. The repayment
option may be exercised by a holder of the Notes for less than the
entire principal amount of such Notes held by such holder so long as
the principal amount to be repaid is equal to an integral multiple
of $1,000.
OPTIONAL REDEMPTION:
The Notes, at any time after April 15, 2007, and the Debentures, at
any time, will be redeemable, at the option of the Company, in whole
or from time to time in part, upon not less than 30 and not more
than 60 days' notice mailed to each holder of Securities to be
redeemed at the holder's address appearing in the official register
for the Securities, on any date prior to maturity (the "Redemption
Date") at a price equal to 100% of the principal amount thereof plus
accrued interest to the Redemption Date (subject to the right of
holders of record on the relevant record date to receive interest
due on an interest payment date that is on or prior to the
Redemption Date) plus a make-whole premium, if any (the "Redemption
Price"). In no event will the
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Redemption Price ever be less than 100% of the principal amount of
the Securities plus accrued interest to the Redemption Date.
The provisions regarding the make-whole premium will be as set forth
on Exhibit A hereto.
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
Defeasance is available as set forth in Section 401 of the Indenture,
which Section 401 is attached hereto as Exhibit B.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Houston, Texas
ADDITIONAL CLOSING CONDITIONS:
None
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Xxxxxxx, Xxxxx & Co.
Salomon Brothers Inc
ABN AMRO Chicago Corporation
Credit Lyonnais Securities (USA) Inc.
Address for Notices, etc.:
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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