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EXHIBIT (d)(2)
October 26, 2000
R&B Falcon Corporation
901 Threadneedle Plaza
Houston, Texas 77079
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger dated as of August
19, 2000 (the "Merger Agreement") by and among Transocean Sedco Forex Inc., a
company incorporated under the laws of the Cayman Islands ("Parent"), Transocean
Holdings Inc., a company organized under the laws of Delaware and a direct
wholly owned subsidiary of Parent, TSF Delaware Inc, a company organized under
the laws of Delaware and a direct wholly owned subsidiary of Sub, and R&B Falcon
Corporation, a Delaware corporation (the "Company"). Capitalized terms used but
not defined herein have the meanings given to them in the Merger Agreement.
Section 7.1 of the Merger Agreement provides, among other things, that
except as expressly contemplated by any other provisions of the Merger Agreement
or unless Parent consents, the Company shall not (a) issue any shares of its
capital stock or otherwise change its capitalization as it existed on the date
of the Merger Agreement or (b) redeem, purchase or otherwise acquire any shares
of its capital stock, or make any commitment to do so. Section 7.20 of the
Merger Agreement provides that after adoption of the Merger Agreement and
approval of the Company Charter Amendment by the holders of Company Common Stock
and if Parent and the Company are each satisfied that the other conditions to
effect the merger have otherwise been fulfilled, the Company shall commence and
consummate a public offering of Company Common Stock and shall use the proceeds
therefrom to redeem shares of Company Redeemable Preferred Stock having an
aggregate liquidation preference of up to $105 million.
In the context of the provisions of the Merger Agreement listed above,
Parent has considered the proposed public offering of Company Common Stock as
well as the proposed tender offer for and, if required, the redemption of the
Company Redeemable Preferred Stock, and hereby consents to (i) the proposed
public offering (the "Offering") on the terms and conditions set forth in the
Underwriting Agreement dated October 26, 2000 between the Company and the
underwriters named therein, so long as (A) the Company commences the Tender
Offer (as hereinafter defined) and (B) (subject to completion of the Offering)
the Company gives notice of the Redemption (as hereinafter defined), thereafter
complies with all applicable terms of the Company Redeemable
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Preferred Stock in connection with the Redemption (including the obligation to
pay the redemption price in cash when due), and does not withdraw, revoke or
amend the notice of Redemption, (ii) the proposed tender offer for shares of the
Company Redeemable Preferred Stock (the "Tender Offer") on the terms and
conditions set forth in the Offer to Purchase dated October 26, 2000 and the
Dealer Managers Agreement dated October 26, 2000 between the Company and the
dealer managers named therein, (iii) the proposed redemption (the "Redemption")
of 105,000 shares of Company Redeemable Preferred Stock (or such lesser number
as remains outstanding on the redemption date) with a portion of the proceeds of
the public offering described above as described in the Offer to Purchase, and
(iv) all related actions that the Company is required to take in connection
therewith; provided, that Parent may withdraw its consent to the Tender Offer at
any time prior to the expiration date of the Tender Offer; and provided,
further, that the Company shall not waive any conditions to or amend, extend,
terminate (other than termination for nonsatisfaction of any condition to the
Tender Offer, provided that the Company has used reasonable efforts (including
extending the Tender Offer) to cause the action or proceeding by any person
other than a governmental entity to be dismissed or withdrawn) or otherwise
modify the Tender Offer without the prior written consent of Parent.
IN WITNESS WHEREOF, Parent has caused this consent to be executed on
its behalf on the date first written above.
TRANSOCEAN SEDCO FOREX INC.
By /s/ BOB L. LONG
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Name: Bob L. Long
Title: Executive Vice President and CFO
