MEMORANDUM DECISION AND ORDER Plaintiffs Whitebox Relative Value Partners, LP, Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, LP, and Pandora Select Partners, LP (together, “Whitebox”) bring this securities action against Defendants Transocean Ltd. (“Transocean Parent”) and Transocean Inc. (“TINC,” and together, “Transocean”). Plaintiffs are holders of debt issued by TINC in January 2020 that is due in 2027 (“2027 Existing Notes”). On August 10, 2020, Transocean announced an exchange offer of new senior guaranteed notes (“New Guaranteed Notes”) for certain existing debt securities, including the 2027 Existing Notes (the “Exchange Offer”). The Exchange Offer was set to expire on September 4, 2020. On September 2, 2020, Whitebox filed the instant lawsuit alleging that Transocean made material misstatements and omissions regarding the Exchange Offer, in violation of Sections 14(e) and 20(a) of the Securities Exchange Act of 1934. (Compl., ECF No. 3.) Whitebox primarily alleges that the offering memorandum issued in connection with the Exchange Offer (the “Offering Memorandum”) falsely claims that the New Guaranteed Notes will be “structurally senior” to the 2027 Existing Notes. (Compl. 9.) Whitebox contends that the structural subordination of the 2027 Existing Notes is a breach of the indenture covenants of such notes, because the newly-formed guarantors of the New Guaranteed Notes were required to, but did not, also guarantee the 2027 Existing Notes. Also on September 2, holders of more than 25 percent of the principal amount of the 2027 Existing Notes, including Whitebox, delivered to TINC a notice of default under the indenture governing the 2027 Existing Notes (the “Indenture,” and such notice of default, the “Notice”). (Decl. of Joshua D. Weedman in Supp. of Transocean Ltd. and Transocean Inc. Mot. for Summ. J. (“Weedman Decl.”), Ex. 7 (Notice of Default), ECF No. 28-7.) The Notice alleges that the internal reorganization leading to the subordination of the 2027 Existing Notes constitutes a default under the Indenture. The Notice further asserts that, in accordance with the terms of the Indenture, if the purported default is not cured within 90 days, the 2027 Existing Notes will be accelerated such that the principal amount of the notes then outstanding, and any accrued and unpaid interest thereon, will be immediately due and payable. Whitebox filed a motion in this action for a temporary restraining order and preliminary injunction, seeking an order directing Transocean to issue a corrective disclosure to the Offering Memorandum, allow noteholders who had tendered their notes to withdraw that tender, and hold the Exchange Offer open for an additional two weeks. After holding a hearing on Whitebox’s motion on September 3, 2020, this Court denied the motion. (Order, ECF No. 14.) Subsequently, on September 23, Transocean filed counterclaims against Whitebox seeking, inter alia, a judgment declaring that the Notice is invalid, there has been no default under the Indenture, the internal reorganization and Exchange Offer do not violate the Indenture, and there is no basis to accelerate the 2027 Existing Notes, and directing Whitebox to withdraw the Notice. (Answer and Countercl., ECF No. 22, at 32-34.) Pending before this Court are the parties’ cross-motions for summary judgment pursuant to Federal Rule of Civil Procedure 56 on Transocean’s counterclaims. (Transocean Ltd. and Transocean Inc. Notice of Mot. for Summ. J, ECF No. 24; Pls.’ Notice of Cross-Mot. for Summ. J., ECF No. 38.) For the reasons stated below, Transocean’s motion for summary judgment is GRANTED. Whitebox’s cross-motion is DENIED. I. FACTUAL BACKGROUND Transocean Parent is a leading international provider of offshore contract drilling services for oil and gas wells, specializing in ultra-deepwater and harsh environment drilling services. (Pls.’ (1) Resp. to Defs.’ Local Rule 56.1 Statement and (2) Further Statement of Undisputed Material Facts in Opp’n to Defs.’ Mot. for Summ. J. and in Supp. of Pls.’ Cross-Mot. for Summ. J. (“Rule 56.1 Statement”), ECF No. 40,
1, 2.) TINC is a wholly-owned subsidiary of Transocean Parent. (Id. 1.) Among other outstanding debt, TINC issued $750 million principal amount of the 2027 Existing Notes in January 2020. (Id. 4.) The terms of the 2027 Existing Notes are governed by the Indenture dated January 17, 2020. (Id. 6.) Under the terms of the Indenture, the 2027 Existing Notes are guaranteed by Transocean Parent and three wholly-owned subsidiaries of TINC: Transocean Holdings 1 Limited, Transocean Holdings 2 Limited, and Transocean Holdings 3 Limited (together, the “Upper Tier Guarantors”). (Id. 5.) At the time the 2027 Existing Notes were issued, the Upper Tier Guarantors owned direct equity interests in asset holding companies that, in turn, owned Transocean’s operating assets. (Id.
