King & Spalding advised Transocean Ltd. in its entry into an agreement to acquire Ocean Rig UDW Inc. in a cash and stock transaction valued at approximately $2.7 billion, inclusive of Ocean Rig’s net debt. The transaction consideration is comprised of 1.6128 newly issued shares of Transocean and $12.75 in cash for each share of Ocean Rig’s common stock, representing an implied value of $32.28 per Ocean Rig share based on the closing price of Transocean shares on August 31, 2018.
The acquisition will enhance Transocean’s position as the leader in ultra-deepwater and harsh environment drilling and is expected to close in the first quarter of 2019, subject to the approval of shareholders of Transocean and Ocean Rig and the satisfaction of customary closing conditions, including regulatory approvals.
In connection with the execution of the acquisition agreement, the four largest shareholders of Ocean Rig (representing approximately 48% of Ocean Rig’s outstanding shares), all of Ocean Rig’s directors that own shares of Ocean Rig, as well as Transocean’s third largest shareholder, Perestroika (Cyprus) Ltd., executed voting and support agreements, pursuant to which these shareholders agreed to vote in favor of proposals required to consummate the acquisition.
More information about the transaction can be found here.
The King & Spalding team on the acquisition was led by partners Keith Townsend and Zach Cochran, and included senior associate Nathan Mihalik and associates John Anderson, Will Jordan and Trey O’Callaghan. Partner Martin Hunt advised on English law matters, and partner Alana Griffin and associate Ben Massey advised on securities matters. Brad Giordano, Arthur Steinberg, Tony Tatum , Warren Pope, Michael Handler, Derek Hammond and Bobby Gray advised on bankruptcy and litigation matters. Jeff Spigel and Brian Meiners advised on antitrust matters. Scott Petty and Sheri Hunter advised on intellectual property matters. Jim Vines, Les Oakes and Stephen McCullers advised on environmental matters. Ken Raskin and Lucretia Messiah advised on employee benefits matters. Jules Quinn, Cheryl Sabnis and Sedric Bailey advised on labor and employment matters. John Sweet advised on tax matters. Peter Hays and Dan Rogers advised on oil and gas industry matters.