Transocean (RIG), Icahn Agree on Dividend, Board Structure

November 11, 2013 7:30 AM EST Send to a Friend
Transocean Ltd. (NYSE: RIG) announced that it entered into an agreement with Carl Icahn and certain investment funds managed by Mr. Icahn (the "Icahn Group"). Under the terms of the agreement, Transocean`s Board of Directors has agreed to propose and support at the Company`s 2014 Annual General Meeting ("AGM") that the company`s shareholders approve the following:
  • A dividend out of additional paid-in capital in the amount of $3 per share, subject to applicable law;

  • The re-election of Samuel Merksamer and election of Vincent Intrieri to its Board of Directors. Mr. Merksamer is employed by Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., and was elected to the Company`s Board of Directors at its 2013 annual general meeting. Mr. Intrieri has been employed by Icahn-related entities since October 1998 in various investment-related capacities; and

  • A reduction of the maximum number of directors on its Board of Directors to eleven (11) from fourteen (14). The Board previously proposed that shareholders approve a reduction in the maximum number of directors at the 2011 AGM but the presence quorum required under the Company`s articles of association was not satisfied and the proposal was not voted upon. If the required quorum at the 2014 AGM is not satisfied, the Board intends to leave three seats vacant.
As part of the agreement, and in addition to certain standstill restrictions, the Icahn Group has agreed to vote in favor of the Board`s slate of director nominees and certain other proposals Transocean`s Board may recommend at the 2014 AGM.

"We are pleased that Mr. Icahn recognizes the changes currently underway at Transocean and the continued focus of the Board and management on creating shareholder value. We anticipate that Mr. Merksamer and Mr. Intrieri will provide new perspectives and insights as the company continues to improve its long-term competitiveness and deliver value to all its stakeholders," said Steven L. Newman, President and Chief Executive Officer of Transocean Ltd.

Carl Icahn remarked, "I am pleased that the Board has agreed to add Vince Intrieri as a nominee, and to reduce the Board size to eleven and I am especially happy about the commitment to pursue a MLP, raise the dividend and increase margins by $800 million through cost cutting and increased efficiency. I believe that Transocean is now on the road to realize its great potential. We look forward to continued collaboration with the Board of Directors and management."

The agreement has been filed with the U.S. Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K and will be viewable with Transocean`s recent filings at www.sec.gov on the next trading day following this press release and immediately through the company`s website, www.deepwater.com by selecting the Investor Relations tab.

Additionally, as the result of an extensive evaluation, the company has concluded that a Master Limited Partnership-type yield vehicle ("MLP") could complement its capital structure by providing additional financial flexibility, and enhance the execution of its asset strategy. The initial public offering of an MLP is anticipated to be completed around the middle of 2014 with a minority interest sold at that stage. The anticipated offering is subject to the approval of Transocean`s Board of Directors, market conditions and the effectiveness of a registration statement.

Transocean has previously discussed its objective of achieving additional efficiencies beyond those associated with the shore-based support infrastructure cost reduction initiative. In this regard, to continue to increase its competitiveness with its comparable peers, the Company is reiterating and clarifying its commitment to expand operating margins by an incremental $500 million, all else being equal, by the end of 2015 through operational improvements and additional cost reductions. The preliminary 2014 cost guidance provided by the Company on its third quarter 2013 conference call reflects this commitment. In conjunction with the previously disclosed $300 million in cost savings associated with the shore-based initiative, this represents a total targeted operating margin improvement of approximately $800 million by the end of 2015. As previously disclosed, the Company expects to realize approximately $200 million in cost savings related to the shore-based initiative by the end of 2014. Additionally, as a key element of its balanced capital allocation strategy, Transocean will continue to renew its fleet by investing in high-return, premium drilling rigs, both floaters and jackups.

Transocean`s senior executive team will provide an update on the various strategic initiatives underway at the Company to continue to improve its long-term competitiveness, including the MLP and margin improvement efforts, at its previously announced Analyst/Investor Day on November 21, 2013.


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