Fitch Affirms Transocean Inc.'s IDR at 'BBB-'; Outlook Stable

CHICAGO--()--Fitch Ratings has affirmed Transocean Inc. (Transocean; NYSE: RIG) and its affiliate's long-term Issuer Default Rating (IDR) and senior unsecured ratings at 'BBB-'. The Rating Outlook remains Stable.

Approximately $9.9 billion of debt, excluding the outstanding Eksportfinans loans, is affected by today's rating action. A full list of rating actions follows at the end of this release.

KEY RATING DRIVERS

Transocean's ratings are supported by its market position as the largest global offshore driller, strong backlog ($25 billion as of July 16, 2014), favorable rig fleet high-grading and margin improvement efforts, and heightened financial flexibility. These considerations are offset by the possibility of a weaker than expected offshore market, focus on returning cash to shareholders, and Macondo litigation uncertainty. However, Fitch believes the company's current and projected leverage profile (Fitch calculated 2.6x LTM debt/EBITDA as of June 30, 2014); Fitch base case forecasts, excluding debt assumed at Transocean Partners LLC (NYSE: RIGP) and non-controlling cash flows, debt/EBITDA of 3.0x in 2015) and financial flexibility provides sufficient headroom at the current 'BBB-' rating to warrant a Stable Outlook.

SOFTENING OFFSHORE MARKET

Near-term offshore demand has moderated as international oil companies (IOCs) focus on cash flows and shareholder returns and national oil companies (NOCs), including Petrobras, delay drilling programs further depressing market conditions. However, Fitch expects medium-term demand to expand mainly due to declines in existing offshore reserve bases that will necessitate IOCs and NOCs explore for new and develop existing challenging resources (e.g., pre salt, ultra-deepwater, arctic). On the supply-side, new builds equal to roughly one-third of the working worldwide rig fleet are scheduled to be delivered through 2018. This will materially increase the supply of offshore rigs and raise the average worldwide fleet quality.

Fitch believes that utilization and day rates for existing, lower specification rigs will remain under pressure over the near-term. Further, the rate of absorption could heighten downmarket competition leading to some lower specification rig displacement and, potentially, stacking and/or attrition. Fitch views 2016 as the company's likely inflection point with a large proportion of its legacy backlog having rolled off and the majority of competitive newbuilds reaching the market. However, a prolonged aversion by the market to fleet attrition and/or a sustained period of depressed demand could push back the inflection point. Transocean's delivery of six drillships (five contracted) and five high-specification jackups (uncontracted) between the first quarter of 2016 and second quarter of 2017 should support financial results in either case.

EXECUTION OF TRANSOCEAN PARTNERS IPO

Transocean completed its IPO for Transocean Partners LLC, an affiliated MLP-like yield vehicle, on July 31, 2014. Upon closing, Transocean transferred to RIGP a 51% ownership interest in the entities that own and operate the three company-owned rigs (established as individual RigCos). Transocean, through an affiliated holding company, owns a 70.8% interest in RIGP and retains a 49% ownership in each RigCo. Under the terms of the omnibus agreement, RIGP has the right of first refusal on the remaining RigCo interests, the right to purchase not less than a 51% interest in four of the six drillships identified as dropdown candidates (five are currently under construction), and the opportunity to purchase existing or future rigs, subject to certain conditions.

Fitch believes RIGP will provide Transocean with additional financial flexibility by introducing a willing and privileged affiliate purchaser to monetize assets at tax-advantaged multiples. The dropdowns will improve Transocean liquidity to pay down corporate debt and fund its fleet renewal program. Meanwhile, Transocean's ownership of RIGP units and direct interest in the initial RigCos will provide additional on-going cash flows. Nevertheless, Fitch recognizes that the establishment of RIGP introduces the risk of corporate asset quality dilution and a weakened cash flow profile that could be heightened if offsetting adjustments are not made to the corporate balance sheet. Additionally, the generally higher leverage employed by MLPs (RIGP has minimal initial debt), relative to corporate drillers, could reduce the distribution prospects during a cyclical downturn.

Fitch expects proceeds from RIGP to help improve Transocean's financial flexibility near-term and does not anticipate the formation of RIGP to be a medium-term credit concern. The combination of a measured dropdown plan, application of RIGP debt proceeds to corporate debt repayment, manageable RIGP leverage profile, retention of a direct RigCo ownership and/or substantial RIGP interest, and the involvement of Transocean management in day-to-day operations and strategic decisions will help mitigate corporate asset quality and cash flow risks.

FORECASTED CASH FLOWS PRESSURED, BUT SUFFICIENT FINANCIAL FLEXIBILITY

Fitch's base case forecasts Transocean, excluding non-controlling RIGP cash flows, will be over $1.5 billion and $1.1 billion FCF negative in 2014 and 2015, respectively. These FCF estimates consider dividend payments consistent with the current $3.00 per share. Fitch expects Transocean to fund its cash flow shortfall principally with cash-on-hand and asset sale proceeds, but recognizes the company may also delay capital spending and, potentially, cut or suspend the dividend. Fitch's base case results in debt/EBITDA, excluding debt assumed at RIGP and non-controlling cash flows, of over 2.9x and about 3.0x in 2014 and 2015, respectively. Fitch anticipates leverage metrics will become pressured in 2016 and forecasts, in some stress scenarios, metrics could move into the debt/EBITDA rating sensitivity of 3.5x-4.0x. However, Fitch believes that Transocean has sufficient financial flexibility and headroom at the current 'BBB-'rating to absorb some additional market weakness

ADEQUATE LIQUIDITY POSITION

Transocean had cash and equivalents of over $2.5 billion, inclusive of the RIGP IPO proceeds, as of pro forma June 30, 2014. Additionally, the company had $526 million in restricted cash investments associated with the required cash collateralization of the outstanding Eksportfinans loans ($517 million) and other contingent obligations ($9 million). Supplemental liquidity is provided by the company's $3 billion senior unsecured credit facility due June 2019, including a $1 billion sublimit for the issuance of letters of credit. No revolver balances were outstanding as of June 30, 2014. The company's target liquidity profile is $3.5-$4.5 billion with $1.5-$3 billion consisting of cash.

HEIGHTENED MATURITIES PROFILE

Transocean has annual senior notes maturities equal to $1.1 billion, $1 billion, $750 million, and $1.3 billion between 2015 and 2018. These represent the company's 4.95% senior notes due November 2015, 5.05% senior notes due December 2016, 2.5% senior notes due October 2017, 6.0% senior notes due March 2018, and 7.375% senior notes due April 2018. This excludes Eksportfinans principal amortization that is cash collateralized. Transocean, as defined in its bank credit agreement, is subject to a maximum debt to tangible capitalization ratio of 0.6 to 1.0 (0.4 as of June 30, 2014). Other covenants consist of lien limitations and transaction restrictions.

MANAGEABLE OTHER LIABILITIES

Transocean maintains several defined benefit pension plans, both funded and unfunded, in the U.S. and abroad. As of Dec. 31, 2013, the company's funded status was negative $356 million, which is below the previous year-end's estimate of negative $581 million. The main drivers for the improvement in funded status are actuarial gains and continued growth in plan assets. Fitch considers the level of pension obligations to be manageable and notes that the recent U.S. benefits freeze helps to alleviate any future pension-related credit risks.

The company had approximately $5.3 billion in other contingent obligations on a multi-year, undiscounted basis as of June 30, 2014. These obligations consist of purchase commitments ($5.1 billion) and operating lease payments (nearly $200 million). Fitch does not consider the obligations to be credit concerns, which are generally accounted for in operating and capital costs.

RATING SENSITIVITIES

Positive: Future developments that may, individually or collectively, lead to a positive rating action include:

--Improvements in day and utilization rates across the company's core fleet suggesting strengthening market conditions;

--Further progress in implementing the company's asset strategy to focus on the high-specification and ultra-deepwater markets;

--Resolution of the Macondo litigation on credit neutral terms that reduces payment and funding uncertainty;

--Mid-cycle debt/EBITDA of 2.0x-2.5x on a sustained basis.

Positive rating actions are unlikely over the medium-term given the softening offshore market and negative free cash flow profile, including dividends.

Negative: Future developments that may, individually or collectively, lead to a negative rating action include:

--Lower than expected rig utilization and day rates and margins indicating a material deterioration in market conditions and/or asset quality and mix;

--Acquisitions and/or shareholder friendly actions that are inconsistent with the capital structure and expected cash flow profile;

--Robust dropdown activity and/or RIGP leveraging that significantly weakens asset quality and RIGP cash flow prospects;

--Macondo and/or other legal settlements/rulings that require the payment of considerable fines with unfavorable payment terms that deteriorates financial flexibility;

--Through-the-cycle debt/EBITDA of 3.5x-4.0x on a sustained basis.

Negative rating actions will be closely linked to management's ability to manage its balance sheet through the current cycle. However, at this time, Fitch believes that Transocean has sufficient financial flexibility to maintain leverage metrics consistent with the current rating over the near-term.

Fitch has affirmed Transocean and its affiliate's ratings as follows:

Transocean Inc.

--Long-term IDR at 'BBB-';

--Senior unsecured notes/debentures at 'BBB-';

--Senior unsecured bank facility at 'BBB-'.

Global Santa Fe Inc.

--Long-term IDR at 'BBB-';

--Senior unsecured notes at 'BBB-'.

The Rating Outlook remains Stable.

Fitch has withdrawn Transocean's short-term IDR and commercial paper rating, since the company no longer actively maintains a commercial paper program.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Relevant Research:

--'Corporate Rating Methodology Including Short-Term Ratings and Parent and Subsidiary Linkage' (May 28, 2014);

--'Updating Fitch's Oil and Natural Gas Price Deck' (Aug. 8, 2014);

--'Fitch: Driller MLPs May Heighten Asset and Cash Flow Risks' (April 14, 2014);

--'Fitch: Drilling Downturn May Spur Deals; MLPs Add Flexibility' (Aug. 27, 2014);

--'Fitch: Offshore Drillers Face Softening Market' (May 22, 2014);

--'Non-Traditional MLP Assets (Changing Mix, Changing Risks)' (May 6, 2014).

Applicable Criteria and Related Research:

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=749393

Updating Fitch's Oil & Gas Price Deck

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=754047

Non-Traditional MLP Assets (Changing Mix, Changing Risk)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=747370

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=858654

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Contacts

Fitch Ratings, Inc.
Primary Analyst
Dino Kritikos, +1-312-368-3150
Director
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Sean T. Sexton, CFA, +1-312-368-3130
Managing Director
or
Committee Chairperson
Glen Grabelsky, +1-212-908-0577
Managing Director
or
Media Relations
Brian Bertsch, +1-212-908-0549
brian.bertsch@fitchratings.com

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Contacts

Fitch Ratings, Inc.
Primary Analyst
Dino Kritikos, +1-312-368-3150
Director
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Sean T. Sexton, CFA, +1-312-368-3130
Managing Director
or
Committee Chairperson
Glen Grabelsky, +1-212-908-0577
Managing Director
or
Media Relations
Brian Bertsch, +1-212-908-0549
brian.bertsch@fitchratings.com