Transocean SEC Filings

Schedule 13G/A (Amendment No. 7) filed by PRIMECAP MANAGEMENT CO/CA/ reports a passive, beneficial ownership position in Transocean Ltd. of 13,126,722 shares, equal to 1.49% of the class (CUSIP H8817H100). The filing shows PRIMECAP has sole voting power over 13,005,022 shares and sole dispositive power over 13,126,722 shares. The report indicates the securities were acquired and are held in the ordinary course of business and not for the purpose of influencing control. Issuer address is listed in Steinhausen, Switzerland, and the filing is signed on 08/13/2025 by the Deputy Chief Compliance Officer.

Transocean Ltd. announced that its wholly owned subsidiary, Transocean International Limited, entered into individually negotiated agreements to exchange approximately $39.7 million aggregate principal amount of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025 for shares of Transocean, with the number of shares determined by a five-trading-day volume-weighted average price (VWAP) period beginning on August 11, 2025 and payable in shares plus cash for accrued interest. For illustration only, a VWAP equal to the $3.10 closing price on August 8, 2025 would imply roughly 13.3 million shares issued.

The transactions are subject to a $2.50 limit price that will pause daily exchanges if the share price falls below that level, may be adjusted in certain circumstances, and are expected to close by the end of the VWAP period subject to customary closing conditions. Issuances are exempt from registration under Section 4(a)(2) of the Securities Act.

Transocean Ltd. registered an additional 16,000,000 shares under its Amended and Restated 2015 Long-Term Incentive Plan, reflecting a shareholder-approved amendment that increased authorized plan shares from 138,361,451 to 154,361,451. The amendment was approved by shareholders on May 30, 2025.

The Form S-8 registration incorporates earlier S-8 registration statements filed in 2015, 2018, 2020, 2021, 2023 and 2024 by reference. Exhibits filed include a legal opinion of Homburger AG and the consent of Ernst & Young LLP, and the statement is signed by the company’s CEO and other officers and directors.

Transocean Ltd. (NYSE: RIG) filed an 8-K on 20 June 2025 detailing a privately-negotiated debt-for-equity exchange designed to reduce near-term maturities and improve liquidity. Its wholly-owned subsidiary, Transocean International Limited, entered into separate agreements with certain holders of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025.

• Principal exchanged: ~US$157 million aggregate face value.
• Consideration: Newly issued Transocean common shares (“Consideration Shares”) plus cash for accrued and unpaid interest.
• Pricing mechanism: The number of shares is based on the 15-day volume-weighted average price (VWAP) starting 20 June 2025; if VWAP equals US$3.09 (the 18 June closing price) the illustrative share count is ~53 million.
• Limit price safeguard: Exchanges pause if the share price falls below US$2.63, protecting the company from issuing excessive shares at depressed prices.
• Regulatory status: Shares will be issued under the Section 4(a)(2) private-placement exemption; no public offering is involved.
• Timing: Exchanges commence immediately and are expected to settle by the end of the 15-trading-day calculation period, subject to customary closing conditions; the final principal exchanged may be lower than US$157 million.

Strategic implication: Retiring up to US$157 million of 2025 debt eliminates a maturity that was less than a year away and may reduce annual cash interest by roughly US$6 million (4.0% coupon), at the cost of potential dilution of roughly 7–8% of outstanding shares if the illustrative 53 million shares are issued. The transaction therefore shifts balance-sheet risk from creditors to equity holders and reflects management’s ongoing capital-structure optimisation strategy.