Item 1.01Entry into a Material Definitive Agreement
On
The Notes are secured by a lien on the Deepwater Titan and certain other assets
related to the rig. The Notes are fully and unconditionally guaranteed, jointly
and severally, by the Guarantors on a senior basis (the "Guarantees"). The Notes
have not been registered under the
The terms of the Notes are governed by the Indenture, which contains covenants that, among other things, (i) limit the activities of the Issuer, the owner of the collateral rig and the operator of the collateral rig, (ii) limit the ability of TINC and its subsidiaries to incur liens and engage in certain sale and lease-back transactions, (iii) limit the ability of TINC's subsidiaries to incur indebtedness, and (iv) limit the ability of the Issuer and the Guarantors to consolidate, merge or enter into a scheme of arrangement qualifying as an amalgamation. The Indenture also contains customary events of default. Indebtedness under the Notes may be accelerated in certain circumstances upon an event of default as set forth in the Indenture.
The description above does not purport to be complete and is qualified in its entirety by the Indenture filed herewith as Exhibit 4.1 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information described in Item 1.01 is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description 4.1 Indenture, dated as ofJanuary 17, 2023 , among Transocean TitanFinancing Limited , theGuarantors andTruist Bank , as trustee and collateral agent 101 Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language 104 Cover Page Interactive Data File (formatted as inline XBRL).
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