Transocean’s acquisition of Ocean Rig is modestly credit positive
Originally published on 07 September 2018
On 4 September, Transocean Inc. (B3 negative) announced the acquisition of Ocean Rig UDW Inc. (Caa1 stable), which is modestly credit positive for Transocean, but does not affect its B3 corporate family rating (CFR) or negative outlook. The merger will further improve Transocean’s rig fleet and marginally reduce its financial leverage while substantially maintaining its very good liquidity profile. The merger will also enhance Transocean’s superior revenue backlog. The transaction contemplates repayment of Ocean Rig’s $350 million term loan in full. Transocean will acquire Ocean Rig in a cash and stock transaction valued at approximately $2.7 billion, inclusive of Ocean Rig’s debt. The transaction consideration comprises 1.6128 newly issued shares of Transocean plus $12.75 in cash for each share of Ocean Rig’s common stock, for a total implied value of $32.28 per Ocean Rig share. Transocean intends to fund the cash portion of the transaction consideration through a combination of $240 million of cash on hand and fully committed financing. The purchase of Ocean Rig will also include assumption by Transocean of $670 million of cash on Ocean Rig’s balance sheet and repayment of Ocean Rig’s $360 million term loan. Notwithstanding the additional $750 million committed debt financing to be issued to partially finance the transaction, the acquisition will be marginally accretive to credit metrics given Ocean Rig’s net cash position, its cash flow from the revenue backlog, and $70 million of potential synergies. Additionally, the acquisition enhances Transocean’s asset value and improves the company’s loan to asset value coverage, as equity issuance contributes to a large portion of the purchase price. However, the persistent anemic industry conditions, and Transocean’s high financial leverage, which could worsen unless there is a significant improvement in the offshore sector, constrain Transocean’s credit profile. Although there are signs of improvement in the potential utilization of ultra-deepwater drillships, the prospect of higher day rates and generating significant cash margins remains challenged. The effect of the $750 million committed financing on Transocean’s capital structure and the rated debt instruments will depend on the terms of the financing. The acquisition is in line with Transocean’s goal of high-grading its fleet to remain the premier ultra-deepwater and harsh-environment operator. Including Ocean Rig’s assets and the five combined rigs under construction, Transocean will operate a fleet of 51 ultradeepwater and harsh-environment floaters, and six deep-water and mid-water floaters. While we view the high-grading of its fleet favorably, Transocean is adding to its concentrated position in the ultra-deepwater segment, which can pressure utilization and future earnings should ultra-deepwater activity continue to lag. Additionally, the two Ocean Rig rigs under construction will require significant cash outlays that we believe are above current drillship valuations, but the negotiated flexible financing arrangement helps preserve Transocean’s liquidity by deferring the payments into 2023 and 2024. Transocean Inc. is a wholly owned subsidiary of Transocean Ltd., a leading international offshore drilling contractor operating in every major offshore producing basin around the world.