EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (the “Registration Statement”), File No. 333-202300, of Transocean Partners LLC, a Marshall Islands limited liability company (“Transocean Partners”), filed with the Securities and Exchange Commission on February 26, 2015. The Registration Statement registered 3,448,276 common units representing limited liability company interests (the “Common Units”) of Transocean Partners under the Transocean Partners LLC 2014 Incentive Compensation Plan (the “Plan”).
On December 6, 2016, the unitholders of Transocean Partners approved the Agreement and Plan of Merger, dated as of July 31, 2016 (the “Original Merger Agreement”), as amended on November 21, 2016 (the “Amendment” and the Original Merger Agreement as amended by the Amendment, the “Merger Agreement”), by and among Transocean Ltd., a Swiss corporation (“Transocean”), Transocean Partners, Transocean Partners Holdings Limited, a Cayman Islands exempted company (“Transocean Holdings”), and TPHL Holdings LLC, a Marshall Islands limited liability company (“Merger Sub”). Pursuant to the terms of the Merger Agreement, on December 9, 2016, Transocean Partners is anticipated to merge with Merger Sub, with Transocean Partners continuing as the surviving entity and as an indirect, wholly owned subsidiary of Transocean (the “Merger”). Each outstanding common unit representing a limited liability company interest of Transocean Partners, other than common units held by Transocean, Transocean Partners, Transocean Holdings, Merger Sub or any other subsidiary of Transocean, was converted into the right to receive 1.2000 Transocean shares.
In connection with the anticipated completion of the transactions contemplated by the Merger Agreement, Transocean Partners has terminated all offerings of securities pursuant to the Registration Statement. In accordance with undertakings made by the Transocean Partners in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, Transocean Partners hereby removes from registration all of such securities of Transocean Partners registered but unsold under the Registration Statement.