UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02Unregistered Sales of Equity Securities
The information described in Item 8.01 is incorporated herein by reference.
Item 8.01Other Events
On June 20, 2025, Transocean Ltd. (the “Company”) announced that, as part of its ongoing efforts to optimize its capital structure, Transocean International Limited, a wholly owned subsidiary of the Company (“TIL”), entered into separate, individually negotiated agreements on June 19, 2025 (the “2025 EB Agreements”) with certain holders (the “2025 EB Holders”) of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025 (the “2025 Exchangeable Bonds”).
Pursuant to the 2025 EB Agreements, (i) the 2025 EB Holders agreed to exchange approximately $157 million aggregate principal amount of 2025 Exchangeable Bonds for shares, $0.10 par value, of the Company (“Shares”), with the amount of Shares (the “Consideration Shares”) to be determined based in part on the daily volume-weighted average price per Share over a fifteen trading day period beginning on, and including, June 20, 2025, which may be extended in certain circumstances, and (ii) TIL agreed to deliver, in consideration therefor, the Consideration Shares to such 2025 EB Holders and to pay the 2025 EB Holders in cash for any accrued and unpaid interest on the 2025 Exchangeable Bonds (the foregoing transactions, the “Transactions”). Although the Consideration Shares to be issued will ultimately be determined based on the calculation during the trading day period as discussed herein, for illustrative purposes only, if the volume-weighted average price per share of the Shares every trading day during such period was equal to $3.09 (the closing price per share of the Shares on June 18, 2025), then the aggregate number of Shares due at settlement pursuant to the 2025 EB Agreements would be approximately 53 million. The foregoing Transactions are subject to a limit price of $2.63 per share (the “Limit Price”), whereby the daily Transactions will cease in the event that, and for so long as, the trading price of the Shares declines below the Limit Price. In certain circumstances, the aggregate principal amount of 2025 Exchangeable Bonds exchanged as part of the Transactions may be less than the approximate $157 million agreed amount.
The issuances of Consideration Shares are exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving a public offering. The Transactions begin on the date hereof and are expected to all close by the end of the expiration of the trading day period (which may be adjusted as discussed herein), in each case subject to customary closing conditions.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
| Description |
101 | Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language | |
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRANSOCEAN LTD. | ||
Date: June 20, 2025 | By: | /s/ Daniel Ro-Trock |
Daniel Ro-Trock | ||
Authorized Person | ||