Transocean Ltd.

Transocean announced on June 30, 2026 an agreement with Equinor, conditional on license approvals, for three harsh-environment rigs in Norway worth over $1 billion of backlog over seven rig years (base day rate $399,000, effective rate expected to exceed $400,000 at start): Enabler 3 years and Encourage 2 years, both from Q1 2028 straight after current programs, and Endurance 2 years from Q2 2027 after moving back from Australia. Separately, the filing says the CFIUS (US foreign-investment review) condition for the Valaris merger was satisfied on June 29, 2026; the DOJ antitrust review (Second Request from May 4) is still open, with the companies committed not to certify compliance before July 31, 2026 and not to close until 60 days after both certify, and they still expect to complete in the second half of 2026.

contract award

On May 19, 2026, Transocean and Valaris filed a preliminary joint proxy statement (not final; meeting dates still blank) for the Valaris merger. Transocean shareholders will vote on issuing the new shares (15.235 per Valaris share), a share capital band for Valaris incentive awards and warrants, the NYSE 20% issuance rule, and electing Dick Fagerstal and Kristian Johansen to the board plus two compensation committee members, all effective only if the deal closes. Existing Transocean holders are expected to own about 53% and Valaris holders about 47% of the combined company on a fully diluted basis (assuming the 2029 exchangeable bonds convert). The board unanimously recommends a yes vote; share issuance approval is a closing condition. It also includes an unrelated proposal to remove an obsolete article (Article 38) from the articles of association.

business combination

On May 4, 2026, the US Department of Justice sent Transocean and Valaris a 'Second Request' for more information on their planned merger (15.235 Transocean shares per Valaris share, signed Feb 9, 2026). This extends the US antitrust waiting period until 30 days after both companies have substantially complied, so the deal's timing is now less certain; the companies say they are working cooperatively with the DOJ. Transocean had withdrawn its original March 2 filing on April 1 and refiled on April 3.

business combination

On April 14, 2026, Transocean announced a 1,156-day Petrobras extension for the Deepwater Corcovado, adding about $445 million of backlog and committing the rig through November 2030. Existing backlog drops by about $20 million over roughly 525 days before the new term starts in September 2027. It continues the run of Brazil extensions from early April.

contract award

On April 2, 2026, Transocean announced about $1.0 billion of new firm backlog: Transocean Barents with Vår Energi in Norway (1,095 days at $450,000/day, ~$490 million, starting by mid-Q2 2027), Deepwater Orion with Petrobras (1,095-day extension, ~$420 million, through March 2030) and Deepwater Aquila with Petrobras (365-day extension, ~$160 million, through June 2028). Existing backlog on Orion and Aquila falls by about $20 million and $10 million before the extensions start. Separately, the company repaid its 8.375% Titan senior secured notes in full on March 20, 2026 ($358 million principal plus call premium and interest, paid from cash and a reserve account), saving about $39 million of interest to maturity, and expects to retire $0.75 billion of debt in 2026 including this. This closes out one of the notes listed in earlier debt.

contract award

This is the formal filing of the Valaris deal announced on Feb 9, 2026. Transocean will acquire all Valaris shares at 15.235 Transocean shares per Valaris share, by a Bermuda court-approved scheme of arrangement. After closing, existing Transocean shareholders would own about 53% and Valaris shareholders about 47% of the combined company, so current holders would be diluted to 53%. Completion needs approval from both companies' shareholders, Bermuda court sanction, NYSE listing of the new shares and regulatory clearances, with an outside date of Feb 9, 2027 (extendable). Termination fees are $195m payable by Transocean and $173m payable by Valaris in specified cases, and expense reimbursement of up to $65m (Transocean) or $58m (Valaris) applies if a party's shareholders vote it down. Two Valaris directors would join Transocean's board, and Valaris warrants would be assumed by Transocean. This fills in the exchange ratio missing from the earlier notice.

business combination

On February 9, 2026, Transocean and Valaris Limited (Bermuda) signed a Business Combination Agreement under which Transocean will acquire all Valaris shares in exchange for Transocean shares, via a court-approved Bermuda scheme of arrangement. The filing (a cover-box 'soliciting material' notice with press release and investor presentation) gives no exchange ratio or price in the text shown; completion needs regulatory and shareholder approvals, and a joint proxy statement is to follow. This is a major new thread and, if completed, would issue more shares to Valaris holders (an inference).

business combination

The $500 million offering launched September 30 closed October 15, 2025 as 7.875% Senior Priority Guaranteed Notes due October 15, 2032, issued by Transocean International Limited and guaranteed unsecured by Transocean Ltd. and subsidiaries (Truist Bank trustee). Transocean also raised its tender offer for the 7.35% 2041 and 7.00% 2028 notes from $50 million to $100 million: $88,998,000 of 2041 notes were accepted in full and $120,628,000 of 2028 notes tendered were accepted pro rata (about 13.17%, $15,767,000 accepted), with settlement October 16. This resolves the pricing and tender questions open since September 30; the filing does not itself state the repayment of the 8.00% 2027 notes or the 6.875% secured notes.

debt financing

On September 30, 2025, subsidiary Transocean International Limited launched a $500 million offering of Senior Priority Guaranteed Notes due 2032. Together with released restricted cash, the money is meant to repay the rest of the 8.00% notes due February 2027 (after a $415 million redemption noticed September 26) and the 6.875% secured notes due 2027, and to fund a tender offer of up to $50 million for 7.35% 2041 and 7.00% 2028 notes. This continues the push to refinance 2027 debt that the share offering started.

capital raising announcement

Transocean signed the underwriting agreement on September 24, 2025 for the 125,000,000-share offering at $3.05 per share, with Citigroup and Morgan Stanley as representatives. The underwriters exercised in full their option for 18,750,000 more shares on September 25, bringing the total to 143,750,000 shares (arithmetic from the filing's figures). Closing is expected September 26, with proceeds intended for debt repayment including part of the 2027 8.00% notes.

material agreement

The share offering was priced on September 24, 2025 and upsized to 125,000,000 shares at $3.05 each, for expected gross proceeds of about $381.25 million, closing expected September 26. Underwriters have an option for up to 18,750,000 more shares. Proceeds are intended for repaying or redeeming debt, including part of the 8.00% notes due February 2027. Existing shareholders are diluted.

capital raising announcement

On September 24, 2025, Transocean announced plans to sell 100,000,000 new shares in an underwritten public offering, with a 30-day option for 15,000,000 more. Proceeds are intended to repay or redeem debt, including part of the $655 million of 8.00% Senior Notes due February 2027. This is a new, larger equity raise than the earlier bond swaps and would dilute existing shareholders.

capital raising announcement

The June bond-for-share exchange closed on July 22, 2025: holders swapped about $157 million of 4.0% exchangeable bonds due 2025 for about 59 million new shares, plus an immaterial cash payment for accrued interest. About $77 million of those bonds remain outstanding. This completes the deal announced in June and cuts debt, at the cost of more shares for existing holders.

capital raising announcement

On June 19, 2025, holders of about $157 million of the 4.0% exchangeable bonds due 2025 agreed to swap them for Transocean shares, with the share count set by trading prices over 15 trading days from June 20. At $3.09 (the June 18 close) that would be about 53 million shares. The swaps pause if the share price falls below $2.63. This continues the company's earlier bond-for-share exchanges, and means more shares outstanding for existing holders.

capital raising announcement

Transocean announced a one-year contract for Deepwater Conqueror with an undisclosed operator in the U.S. Gulf of Mexico, expected to start in October 2025 and add about $193m of backlog including additional services. This follows Conqueror's current Chevron contract, which runs to April 2025.

contract award

Transocean announced a 365-day contract for Deepwater Atlas with bp in the U.S. Gulf of Mexico, plus a 365-day option, expected to start in Q2 2028 and add about $232m of backlog (excluding a mobilization fee). This extends Atlas's work well beyond the Beacon contract schedule. The press release now describes a fleet of 34 units, 26 ultra-deepwater and eight harsh environment, down from 36 (28 and eight) in the July release; the filing does not say why.

contract award

Transocean announced a 1,095-day contract for Deepwater Invictus with bp in the U.S. Gulf of Mexico, expected to start in Q1 2025 and add about $531m of backlog (excluding extra services and a mobilization fee). This gives Invictus work in the Gulf; the Mexico contract that had earlier named Invictus now lists it among several candidate rigs, so Invictus is no longer the only option for it (inference: it may be used for bp instead).

contract award

Transocean completed the Hayfin buyout and now owns 100% of the joint venture that owns Transocean Norge, paying with 55,513,043 new shares (issued at par, $5,551,304.30) and $130m of 8.00% senior notes due 2027 (added to its existing January 2020 notes). Share capital rises to 940,828,901 shares (from 862,815,858 at Mar 1, 2024), so existing holders are diluted by these new shares; Hayfin also gets registration rights for them. This resolves the June 3 letter of intent, though the filing does not mention the Norwegian regulatory approval.

capital raising announcement

Transocean announced about $161m of added backlog: a Spitsbergen extension with Equinor (~$72m, starting Q4 2025), a Norge extension with Wintershall Dea (~$71m, starting Q1 2028) and a Woodside option on Endurance (~$18m). It also signed a non-binding letter of intent with Hayfin, which owns 67.0% of the joint venture that owns Transocean Norge (Transocean holds 33.0%), to buy it out for a mix of shares and senior notes, subject to Norwegian regulatory approval. This is a new thread for the Norge ownership and, if completed, would bring in more shares.

contract award

On April 18, 2024 Transocean Inc. closed $900m of 8.25% senior unsecured notes due 2029 and $900m of 8.50% due 2031 (total $1.8bn, larger than the $1.5bn first announced). Separately, the revolver was amended so $510m of commitments now run to June 2028, total commitments fall from $600m to $575m (the other $65m expire June 2025), and the minimum liquidity covenant drops from $500m to $200m. This completes the refinancing launched on April 11 and extends the revolver; the filing does not say how much of the tender offers was taken up.

debt financing

Transocean Inc. launched a $1.5bn private offering of senior unsecured notes due 2029 and 2031, and at the same time offered to buy back for cash any and all of its 11.50% 2027 and 7.25% 2025 priority guaranteed notes, with part of the proceeds funding the buybacks and a conditional redemption of any 2025 notes left, set for April 23, 2024. It also said it is in advanced talks with revolver lenders to extend commitments by three years from June 22, 2025, at a smaller total size. This continues the company's refinancing of its older, higher-cost debt; nothing was priced or completed in this filing.

capital raising announcement

Transocean announced a minimum 540-day contract for the harsh-environment Transocean Barents with OMV Petrom in the Romanian Black Sea at $465,000 per day, expected to start in Q1 2025 and worth about $251 million in backlog (excluding mobilization and demobilization compensation). Days beyond 540, including two option periods, would be paid at $480,000. This adds work for Barents after its current East Mediterranean job ending Jan-24.

contract award

On Oct 11, 2023, Transocean Aquila Limited, a wholly owned subsidiary, closed a $325 million offering of 8.000% senior secured notes due 2028, secured by the Deepwater Aquila and related assets and guaranteed by Transocean Ltd., Transocean Inc. and Transocean DWA Limited (Truist Bank is trustee). This is the debt financing the company said in September it was exploring for the Aquila, which it had just bought out of Liquila; the filing does not state how the proceeds will be used.

debt financing

Transocean Inc. agreed (Oct 3-4, 2023) with bondholders to swap $60,000,000 of its 4.0% 2025 exchangeable bonds for 11,428,568 shares and $41,000,000 of its 4.625% 2029 exchangeable bonds for 11,917,130 shares, and to hand over a further 1,921,298 and 1,223,550 shares respectively as extra consideration. This continues the company's pattern of converting debt into shares: it cuts debt by $101 million of principal but issues more shares to existing holders, diluting them.

capital raising announcement

Transocean agreed on Sept 9, 2023 to buy the outstanding equity of Liquila Ventures (owner of the newbuild drillship Deepwater Aquila) from its partners, including Perestroika and Lime Rock Partners, paying with 11,870,376 new shares (issued at par to a subsidiary, taking share capital to 843,715,276 shares). Alongside, Aquila won a three-year Brazil contract with a national oil company from Q3 2024, about $486 million in firm backlog excluding a mobilization fee of about 90 times the dayrate; delivery is expected October 2023. Transocean says it is exploring debt financing to partly fund taking the rig from the shipyard and preparing it for Brazil. This converts the previously managed Aquila into an owned rig and is dilutive for existing shareholders (inference).

capital raising announcement

An independent operator awarded Transocean a 1,080-day contract for an ultra-deepwater drillship in the Gulf of Mexico offshore Mexico, worth about $518 million in backlog (excluding mobilization and demobilization revenue), starting between Q4 2025 and Q2 2026. Transocean will pick one of Deepwater Invictus, Thalassa or Proteus no later than a year before the earliest start date; the dayrate is subject to a semi-annual cost adjustment from a July 1, 2023 baseline. Thalassa and Proteus currently have Shell contracts running to 2026 per the earlier fleet data, so which rig is used is undecided.

contract award

Transocean Equinox, listed as idle since October 2022, won a five-well contract in Australia with a major operator worth about $137 million in firm backlog (excluding full mobilization payment and a demobilization fee). The roughly 300-day job is expected to start in Q1 2024, with a one-well option that could keep the rig there through Q1 2025. This puts one of the idle rigs flagged earlier back to work, from 2024.

contract award

A subsidiary agreed with a holder of $213,367,000 of the 2.5% exchangeable bonds due 2027 that the holder will exchange them all for company shares for nominal cash, and Transocean expects to issue 34,600,147 shares. The company describes this as part of its ongoing efforts to reduce debt. It issued those shares at par to a wholly-owned subsidiary, lifting share capital to CHF 83,184,490.00 (831,844,900 shares). This is the first conversion of the 2027 bonds noted in the filings and is dilutive for existing shareholders (inference), continuing the earlier pattern of share issuances to a subsidiary.

capital raising announcement

Transocean announced four harsh environment contract fixtures worth about $495 million in firm backlog ($382m + $113m). Enabler (about $217m, 570 days from April 2024, Barents Sea) and Encourage (about $165m, 460 days from December 2023, Norwegian North Sea) won Equinor work, with a strategic collaboration agreement with Equinor. Endurance won a 240-day plug and abandonment contract in Australia (about $91m, from January 2024), and Wintershall DEA exercised a one-well option on Norge (about $22m, from May 2023). The Norge option adds to the earlier Norge options already in backlog.

contract award

Transocean Inc. closed a $1.175 billion offering of 8.75% senior secured notes due 2030. All net proceeds are to fund redemption of four existing secured series (Thalassa 7.75% 2024, Guardian 5.875% 2024, Proteus 6.25% 2024 and Pontus 6.125% 2025), with redemption expected on February 16, 2023, subject to conditions. The new notes are secured on Thalassa, Proteus, Enabler, Encourage and Pontus, with secured guarantee caps of $247m, $320m, $256m and $352m. This extends maturities on that debt but at a higher stated interest rate; the higher rate and the extension follow from the stated coupons and dates.

debt financing

Dhirubhai Deepwater KG2, listed as stacked in earlier fleet reports, has won a 910-day contract with a national oil company offshore Brazil, expected to start in Q3 2023. Estimated backlog is $392 million, excluding a mobilization fee of 90 times the dayrate. This puts to work one of the idle rigs in the fleet.

contract award

Transocean Ltd.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Transocean closed a $525 million offering of 8.375% senior secured notes due 2028, issued by its subsidiary Transocean Titan Financing Limited and secured by a lien on the Deepwater Titan newbuild and related assets. Ltd., Transocean Inc. and Triton Titan GmbH guarantee the notes. The filing does not say what the proceeds will be used for.

debt financing

Transocean announced awards and extensions for five rigs totalling about $488m of firm backlog: Invictus (three wells, about 100 days, $43m, US Gulf of Mexico), Barents (one well, about 110 days, $34m, UK North Sea, starting Q1 2023), Paul B. Loyd, Jr. (Harbour Energy option, 275 days, $48m, to Q3 2024), Transocean Norge (previously disclosed options with Wintershall DEA and OMV now in backlog, 773 days, $331m) and Development Driller III (one-well TotalEnergies option, 90 days, $32m, Suriname).

contract award

Transocean announced two Brazil awards with a national oil company worth about $1.04 billion of firm backlog. Deepwater Corcovado gets a four-year contract (about $583m) starting in Q3 2023 straight after its current Petrobras contract, and Deepwater Orion, listed as idle since Oct-19, gets a three-year contract (about $456m) expected to start in Q4 2023. The Orion award is the first work shown for that rig in the fleet reports.

contract award

The September 13 bond and warrant deals closed on Sept 30, 2022. Transocean Inc. issued $300m of 4.625% exchangeable bonds due 2029, exchangeable at about $3.44 per share, plus 22,175,910 warrants exercisable at $3.71 per share until March 13, 2026. These were issued in exchange for $72,976,000 of 0.5% 2023 exchangeable bonds, $43,254,000 of 7.25% 2025 notes and $188,095,000 in cash. Shares could be issued if the bonds are exchanged or the warrants exercised, which would dilute existing holders.

capital raising announcement

Transocean announced private deals with holders of its 0.50% exchangeable bonds due 2023 and its 7.25% notes due 2025. It will swap about $73.0m of the 2023 bonds and about $43.3m of the 2025 notes for new 4.625% exchangeable bonds due 2029 (about $73.0m and $38.9m), and sell about $188.1m more of the new bonds, each with share warrants. Proceeds go to repurchasing about $13.8m of the 2025 notes for about $11.7m and to general corporate purposes. The company says this adds about $175m of liquidity. Separately, 43,000,000 new shares were issued at par (CHF 4.3m) to a wholly-owned subsidiary on Sept 8, taking issued shares to 797,244,072. Warrants and exchangeable bonds could dilute shareholders if used. This continues the company's earlier bond exchanges, and the subsidiary share issues seen in 2021 and 2022.

capital raising announcement

Transocean announced two awards for Deepwater Asgard totalling about $181 million of firm backlog. One is a one-well Murphy Oil contract at $395,000 per day (about $20 million) starting late fall 2022, with an option for a second well. The other is a one-year contract with another operator at $440,000 per day (about $161 million, plus up to $40,000 per day for extras) starting in the first half of 2023, with three one-year options at dayrates to be agreed. This follows Asgard's current contract with an undisclosed customer that ends in August 2022.

contract award

On August 5, 2022 Transocean signed an Equity Distribution Agreement with Morgan Stanley to sell up to $435 million of new shares at market prices, with commission up to 2.0%. It includes the unsold remainder of the June 2021 Jefferies programme, so it replaces that programme. Proceeds are for general corporate purposes, which may include debt repayment or refinancing, rig acquisitions and working capital. Existing shareholders could be diluted if shares are sold; the filing does not say how much was sold under the earlier programme.

material agreement

Transocean announced two contract awards adding about $1.24 billion of backlog. Petrobras 10000 got a 5.8-year contract offshore Brazil with a national oil company (about $915 million, Oct 2023 to Aug 2029), and Deepwater Conqueror got a two-year US Gulf of Mexico contract with a major operator at $440,000 per day (about $321 million), starting December 2022 straight after its current contract. This extends work beyond the Conqueror's Dec-22 and Petrobras 10000's Oct-23 expiries shown in the fleet report.

contract award

On July 27, 2022 Transocean Inc. amended its Citibank-led revolving credit facility (the one dated June 2018, due to mature June 2023). The maturity is extended to June 22, 2025 for the extended commitments, but borrowing capacity falls from $1.33 billion to $773.5 million until June 22, 2023 and then to $600 million. Borrowing is also now conditioned on at least $325 million of available cash (down from $500 million), and the company must prepay borrowings if cash exceeds $325 million. This resolves the earlier open question about the revolver's maturity, though the filing does not say whether the earlier cross-default talks are settled.

debt financing

On June 14, 2021 Transocean set up an at-the-market programme with Jefferies LLC, letting it sell shares from time to time up to $400m at market prices, with a commission of up to 2.0%. The proceeds are for general corporate purposes, which may include repaying or refinancing debt. If used, this would issue new shares and dilute existing holders; the filing does not say how many will be sold. This may relate to the 46 million shares issued to a subsidiary in April, but the filing does not say so (inference).

material agreement

Transocean agreed with the Jurong shipyard (Sembcorp Marine) to delay delivery of its two newbuild drillships: Deepwater Atlas to about December 2021 and Deepwater Titan to about Q2 2022 (the press release says May 2022). In return the shipyard will finance part of the remaining price at 4.5% a year: about $370m for Atlas and about $90m for Titan, repayable over up to six years after delivery. Atlas's financing is expected to be secured by a lien on the rig; Titan's is expected to be unsecured if it is delivered on schedule and starts its Chevron contract. The press release says this improves year-end 2022 liquidity by over $450m. It also says Atlas is expected to work for Beacon on Shenandoah from Q3 2022, subject to Beacon's investment decision by July 31, 2021, and Titan's Chevron operations are now expected to start in Q1 2023. This follows the earlier fleet reports, where Atlas had no contract and Titan's Chevron start was H1/H2 2022.

debt financing

On February 26, 2021 Transocean Inc. issued $293,751,000 of new 4.00% senior guaranteed exchangeable bonds due 2025 plus $11,300,670 in cash in exchange for $322,806,000 of its 0.5% exchangeable bonds due 2023, with no cash proceeds received. The new bonds are guaranteed by Transocean Ltd. and six holding subsidiaries and are exchangeable at 190.4762 shares per $1,000 into shares, cash or a mix at the company's election, so shareholders could be diluted if shares are used (inference); this continues the August 2020 exchange of the same 2023 bonds.

capital raising announcement

On October 14, 2020 the NYSE told Transocean its shares no longer meet the rule requiring an average closing price of at least $1.00 over 30 trading days. It has six months to cure (or until the next annual meeting if shareholder approval is needed, e.g. for a transaction); the shares keep trading as RIG with a ".BC" tag, and Transocean says this does not cause a default under its material debt agreements. The filing says the NYSE may start delisting procedures if it is not cured, and that options may include transactions needing shareholder approval.

listing compliance notice

On October 2, 2020 PIMCO, Whitebox and others holding about $211m of the 2025 notes sent a second default notice with the same claim about the Mid Holdings guarantees; about $543m of those notes remain outstanding. Transocean calls it meritless, has filed counterclaims in the Whitebox lawsuit seeking a ruling that no default exists, and is in talks with revolver lenders with no assurance of the outcome. This continues the dispute from September.

debt financing

The exchange offers closed on September 11, 2020: Transocean Inc. issued $687,343,000 of new 11.50% senior guaranteed notes due 2027 in exchange for $1,514,108,000 of existing notes across eleven series (the 2021 to 2041 maturities). That cuts the principal outstanding on those older notes, with the new notes carrying a higher 11.50% rate and guaranteed by Transocean Ltd. and the three Mid Holdings subsidiaries; this completes the exchange offers whose legal challenge was covered earlier.

debt financing

Holders including PIMCO and Whitebox (together 25.1% of the 8.00% notes due 2027) sent a notice of default, claiming the new Mid Holdings subsidiaries should have guaranteed those notes. Whitebox also sued, but a court denied its request for a temporary restraining order and injunction on September 3. Transocean calls the claims meritless and extended its debt exchange offers to September 9; if a default were upheld and notes accelerated, it could trigger a default under the $1.3bn revolver, which had no borrowings and $25m of letters of credit at June 30, 2020.

debt financing

On August 14, 2020 Transocean Inc. issued $237,933,000 of new 2.5% exchangeable bonds due 2027 in exchange for $396,556,000 of the 0.5% exchangeable bonds due 2023, with no cash proceeds received. The new bonds are guaranteed by Transocean Ltd. and three new Mid Holdings subsidiaries and can convert into shares at 162.1626 shares per $1,000, so shareholders could be diluted if holders convert (inference on dilution); the principal amount owed on these bonds falls.

capital raising announcement

On January 17, 2020, Transocean Inc. closed the $750 million offering of 8.00% senior unsecured notes due 2027 announced January 8 (Wells Fargo trustee; guaranteed by Transocean Ltd. and three Holdings subsidiaries). The same day it gave notice that it will redeem all of its 9.00% senior notes due 2023, issued in July 2016, on February 16, 2020, at 100% of principal plus accrued interest plus an applicable premium. The filing does not explicitly tie the new notes' proceeds to this redemption and does not state the amount outstanding; linking them would be an inference. This resolves the earlier open question of the unstated use of proceeds for these notes only in part, and it removes the 9.00% notes that had shaped the revolver's maturity terms.

debt financing

On January 8, 2020, Transocean Inc. started offering $750 million of senior unsecured notes due 2027, guaranteed by Transocean Ltd. and certain subsidiaries. Proceeds are meant to refinance, repurchase and/or redeem existing debt and/or for general corporate purposes. The company also said it had about $3.0 billion of liquidity at December 31, 2019 (including $1.3 billion available under its undrawn secured revolver) and had added $352.9 million of contract backlog since October 2019, including the Development Driller III Trinidad contract (customer undisclosed) announced in December.

contract award

On July 29, 2019, Transocean Inc. guaranteed the 7% notes due 2028 issued by its subsidiary Global Marine, and a lawsuit the trustee had brought against Global Marine over these notes was dismissed with prejudice the same day. The holder of a majority of the notes also waived any default tied to the lawsuit's claims, so this earlier dispute is resolved. The filing gives no dollar amount for the notes.

debt financing

A Transocean subsidiary, Transocean Sentry Limited, closed a $525 million offering of 5.375% senior secured notes due 2023 on May 24, 2019. The notes are secured by liens on the Transocean Endurance and Transocean Equinox rigs and guaranteed by Transocean Ltd., Transocean Inc. and the two rig-owning companies; the filing does not state what the proceeds are for. This adds to the series of rig-backed secured bond issues since 2016 (Thalassa, Proteus, Songa Enabler/Encourage, Pontus, Poseidon).

debt financing

Petrobras awarded the Ocean Rig Corcovado a 629-day contract and the Ocean Rig Mykonos a 550-day contract, both starting in Brazil in November 2019. Firm backlog excluding mobilization is about $123 million and $118 million, with priced options for 680 and 815 days. The filing calls both ships part of the Ocean Rig transaction 'last December', which confirms the Ocean Rig deal closed and puts the company at 48 rigs; these two ships were idle in the prior fleet report.

contract award

On Feb 1, 2019 Transocean Poseidon Limited, a wholly-owned subsidiary, closed a $550 million offering of 6.875% senior secured notes due 2027, secured on the Deepwater Poseidon and guaranteed by Transocean Ltd., Transocean Inc. and Triton Poseidon GmbH (Wells Fargo trustee). This adds another rig-secured note after the 2018 Guardian and Pontus issues; the filing does not state what the proceeds will be used for.

debt financing

The drillship Petrobras 10000 got a 790-day extension with Petrobras offshore Brazil, running through October 2021, with a blend-and-extend change to the previous dayrate effective September 2018. Additional net backlog is about $185 million including cost escalations, and Transocean will also receive a 5% daily royalty (about $16 million estimated, Oct 2018 to Oct 2021) for use of its dual-activity technology on the rig. This extends a contract that the July fleet report showed ending Aug-19 at $454,000/day.

contract award

Transocean filed its registration statement (Form S-4, with the joint proxy statement/prospectus) for the Ocean Rig merger agreed on Sept 3, 2018. It registers up to 147,700,195 new Transocean shares (down from the 155,085,205 first cited) and expects to pay about $1.17 billion in cash. Ocean Rig holders would own about 24% of Transocean after the merger. Both shareholder groups must vote, Transocean's board recommends voting for, and Perestroika (about 7% of Transocean) has agreed to vote in favor. It also includes an unrelated proposal to delete special-purpose authorized share capital. At $12.63 on Sept 20, the deal was worth about $33.12 per Ocean Rig share. The filing is preliminary and not yet effective; the text was truncated, so further terms are not reflected.

business combination

On September 3, 2018 Transocean agreed to acquire Ocean Rig UDW Inc. by merger, with each Ocean Rig share converted into 1.6128 new Transocean shares plus $12.75 in cash. Closing needs approval by both companies' shareholders, registration of an authorized capital increase (up to 155,085,205 new shares) and NYSE listing, with an end date of March 31, 2019 (extendable to Sept 3, 2019 for antitrust). Ocean Rig holders of about 47.9% of its shares signed voting agreements, and one Transocean shareholder (about 33.1 million shares, about 7.2%) signed a support agreement. Termination fees are $90 million payable by Ocean Rig, and $132.5 million payable by Transocean for failure to get antitrust clearance, plus $60 million of expense reimbursement if Transocean shareholders do not approve. This is a new deal and would dilute existing shareholders if it completes.

business combination

On July 20, 2018 Transocean Pontus Limited, a wholly owned indirect subsidiary, closed $600 million of 6.125% senior secured notes due 2025, secured on the Deepwater Pontus and related assets and guaranteed by Transocean Ltd., Transocean Inc. and Triton Gemini GmbH (Wells Fargo is trustee). This is another rig-secured bond after the Songa Enabler/Encourage notes of July 13; the filing does not say what the proceeds are used for.

debt financing

On July 13, 2018 Transocean Guardian Limited, a Transocean subsidiary, closed $750 million of 5.875% senior secured notes due 2024, secured on the Songa Enabler and Songa Encourage and guaranteed by Transocean Ltd. and Transocean Inc. Proceeds plus cash on hand repaid the $885 million Songa Enabler/Encourage term loan (Swedbank as agent), releasing its security. The filing refers to Songa Offshore entities as the loan's guarantors, consistent with these rigs now sitting inside Transocean after the Songa acquisition (inference).

debt financing

On June 22, 2018 Transocean Inc. signed a new $1.0 billion secured five-year revolving credit facility with Citibank as agent, maturing June 2023 (earlier if more than $300 million of the 9.00% notes due July 2023 remain outstanding in April 2023). It is secured on five rigs (Invictus, Inspiration, Asgard, Barents, Spitsbergen). It replaces the unsecured 2014 revolver, which was terminated with nothing borrowed; as of June 25, 2018 nothing was drawn, $26 million of letters of credit were issued and $974 million was available. The facility carries covenants including a maximum debt to tangible capitalization of 0.6 to 1.0 and minimum available liquidity of $500 million.

debt financing

Transocean, Transocean Inc. and Songa amended the deal agreement and the pre-acceptances again on December 19, 2017, moving the long stop date from January 31, 2018 to February 15, 2018; the agreements otherwise remain in force. Separately, on December 15 Transocean Inc. agreed private exchanges: about $273.5 million of 0.5% exchangeable senior bonds due 2023 (exchangeable into about 26.6 million Transocean shares) in return for Songa's SONG04 bonds (NOK 1.206 billion at 103.5%), SONG05 bonds (NOK 587.0 million at 101%) and Perestroika's $50 million loan (at 100%). These close with the Songa offer, and Transocean intends to call remaining SONG04/SONG05 bonds for cash after completion. For shareholders, the bonds could add roughly 26.6 million shares if exchanged, a potential dilution; the filing says more shares may be needed if terms adjust. This turns the earlier proposal for exchangeable bonds into signed agreements.

capital raising announcement

Transocean Inc. closed a $750 million offering of 7.50% senior unsecured notes due 2026, guaranteed by Transocean Ltd. and Holdings 1/2/3 (trustee Wells Fargo). The proceeds are meant to repay its 2.5% notes due October 15, 2017, redeem its 6.00% notes due March 2018 and 7.375% notes due April 2018 on November 16, 2017, repay the Eksportfinans loans due January 2018, and cover general corporate purposes. This pushes out near-term debt maturities; it is separate from the Songa deal. The release also describes the fleet as 38 units, four ultra-deepwater drillships under construction or contracted, and two jackups still operated under contracts after being sold.

material agreement

On August 13, 2017 Transocean agreed to make an exchange offer to buy all of Songa Offshore SE, valued at NOK 47.50 per Songa share, paid roughly half in new Transocean shares (valued at NOK 66.4815 each, based on a $8.39 NYSE close) and half in exchangeable bonds, with a cash option of up to NOK 125,000 per holder. It also offers to exchange Songa's SONG04 and SONG05 bonds (103.5% and 101% of principal) and a $50 million Perestroika AS loan, and Perestroika's Frederik Mohn would join Transocean's board. Holders of about 76.6% of Songa shares have pre-accepted; completion needs over 90% acceptance, regulatory approvals and Transocean shareholder approval of the share issuance, with a long stop date of January 31, 2018. For Transocean shareholders this means new shares will be issued and potential dilution, plus further debt from the exchangeable bonds.

material agreement

Transocean completed its acquisition of Transocean Partners on December 9, 2016. Each public Partners unit became 1.20 Transocean shares, with about 23.8 million shares issued, and Partners survives as an indirect wholly owned subsidiary whose units were delisted from the NYSE. This resolves the merger thread; existing Transocean shareholders are diluted by the new shares.

asset acquisition disposition

Transocean subsidiary Transocean Proteus Limited closed a $625 million offering of 6.25% senior secured notes due 2024, guaranteed by Transocean Ltd., Transocean Inc. and Triton Capital I GmbH and secured by a lien on the Deepwater Proteus. Net proceeds of about $609 million are mainly to partly finance building that rig. This follows the similar $600 million secured notes on the Deepwater Thalassa in October and adds more rig-secured debt.

material agreement

On December 6, 2016, Transocean Partners' common unitholders approved the merger agreement, as amended, and the merger, at the meeting that had been adjourned on November 11 and 16. Transocean expects to issue about 23.8 million shares, with closing expected on or around December 9, 2016. This resolves the open unitholder vote.

business combination

Transocean raised its offer for Transocean Partners on November 21, 2016, increasing the exchange ratio from 1.1427 to 1.2000 Transocean shares per public Partners unit. It now expects to issue about 23.8 million shares (up from about 22.7 million), so dilution to existing shareholders is slightly larger. The Partners unitholder meeting, previously set for November 11, was adjourned and reconvenes on December 6, 2016, with closing expected in early December; approval still needs about 9.9 million of the roughly 19.7 million units not held by Transocean. The conflicts committee approved the higher price and Partners' board and conflicts committee recommend a vote in favour. This continues the pending merger, and the higher price suggests the earlier terms had not secured enough support, which is an inference, not stated in the filing.

business combination

Transocean closed a $600 million offering of 7.75% senior secured notes due 2024, issued by subsidiary Transocean Phoenix 2 Limited and guaranteed by Transocean Ltd., Transocean Inc. and the Deepwater Thalassa's owner. The notes are secured by a lien on the Deepwater Thalassa and related assets, and the roughly $584 million net proceeds are meant mainly to partly finance building that rig. This adds new rig-secured debt alongside the 9.00% notes issued in July.

material agreement

Transocean announced two contract news items on October 3, 2016. The Transocean Barents, which the July fleet report showed as its only idle rig, won a 15-month Suncor Energy contract offshore Canada at $260,000/day (about $119 million backlog excluding mobilization), starting in Q3 2017. Separately, Reliance Industries is ending the Discoverer India drillship contract in December 2016, well before its January 2021 expiry, and will pay Transocean a lump sum of about $160 million for the early termination.

contract award

Transocean filed the registration statement (Form S-4) for the Transocean Partners merger it agreed on July 31, 2016, registering up to 22,696,505 new shares at 1.1427 shares per public unit. Public Partners unitholders would hold about 5.8% of Transocean shares after the merger, and approval needs an extra 9,830,327 common units (about 50.1% of those not held by Transocean). This continues the pending merger; the meeting date and record date were still blank and the filing is a preliminary draft.

business combination

Transocean agreed on July 31, 2016 to acquire Transocean Partners, the listed partnership in which it already holds about 21.3 million common units, by swapping each outstanding public unit for 1.1427 Transocean shares. It expects to issue about 22.7 million shares (about 6.1% of the 370,967,382 outstanding), so existing shareholders would be diluted by that amount. Closing needs approval from roughly 9.9 million of the 19.7 million units not held by Transocean, an effective S-4 registration statement and NYSE listing, and either side can terminate if it is not completed by January 31, 2017.

business combination

Transocean Inc., a subsidiary, closed its $1.25 billion offering of 9.00% senior notes due 2023, guaranteed by Transocean Ltd. and other subsidiaries. $854,932,378.21 of the net proceeds went to fund tender offers to buy back up to $1.0 billion of its 6.500% notes due 2020, 6.375% notes due 2021 and 3.800% notes due 2022; the rest is meant to refinance existing debt and for general corporate purposes.

material agreement