Transocean (NYSE: RIG) cuts 4.0% exchangeable debt via share swap

Rhea-AI Filing Summary

Transocean Ltd. reported that a subsidiary completed privately negotiated exchanges of part of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025. Holders swapped approximately $39.7 million in aggregate principal amount of these exchangeable bonds for about 13.9 million common shares plus a small cash payment for accrued and unpaid interest. This step is described as part of ongoing efforts to optimize the company’s capital structure.

After the exchange closed on August 19, 2025, approximately $37.3 million in aggregate principal amount of the bonds remained outstanding. The new shares were issued in a non‑public transaction relying on a Section 4(a)(2) exemption from registration under the Securities Act.

Insights

Capital structure and credit analyst

Transocean reduces exchangeable bond debt by issuing 13.9M shares.

Transocean exchanged approximately $39.7 million of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025 for about 13.9 million common shares plus a small cash payment for accrued interest. This reduces the principal amount of these bonds, with about $37.3 million still outstanding after the August 19, 2025 closing.

Exchanging debt for equity can lessen future interest obligations on the exchanged portion and slightly extend financial flexibility, but it also increases the share count. The shares were issued under a Section 4(a)(2) exemption, meaning they were not part of a public offering. The overall impact on investors depends on the significance of the reduced bond balance and new shares relative to Transocean’s total debt and equity base, which is not detailed in this excerpt.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (date of earliest event reported): August 19, 2025

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TRANSOCEAN LTD.

(Exact name of Registrant as specified in its charter)

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Switzerland		001-38373		98-0599916
(State or other jurisdiction of	​	(Commission	​	(I.R.S. Employer
incorporation or organization)	​	File Number)	​	Identification No.)

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Turmstrasse 30		​
Steinhausen, Switzerland	​	CH-6312
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(Address of principal executive offices)	​	(zip code)

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Registrant’s telephone number, including area code: +41 (41) 749-0500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol	Name of each exchange on which registered:
Shares, $0.10 par value	RIG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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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. ☐

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Item 3.02Unregistered Sales of Equity Securities

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The information included under Item 8.01 is incorporated herein by reference.

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Item 8.01Other Events

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As previously announced, a subsidiary of Transocean Ltd. (the “Company”) entered into separate, individually negotiated agreements on August 11, 2025 (the “Exchange Agreements”) with certain holders (the “EB Holders”) of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025 (the “Exchangeable Bonds”) as part of ongoing efforts to optimize the Company’s capital structure. The transactions contemplated by the Exchange Agreements closed on August 19, 2025.

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Under the terms of the Exchange Agreements, the EB Holders exchanged an aggregate principal amount of approximately $39.7 million of Exchangeable Bonds for an aggregate amount of approximately 13.9 million shares, $0.10 par value, of the Company (“Shares”) and an aggregate cash payment of an immaterial amount for accrued and unpaid interest on the exchanged Exchangeable Bonds. Immediately following the closing of the transactions contemplated by the Exchange Agreements, approximately $37.3 million in aggregate principal amount of the Exchangeable Bonds remained outstanding.

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The issuances of Shares described above 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.

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Item 9.01  Financial Statements and Exhibits

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(d)  Exhibits.

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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).

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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.
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Date: August 19, 2025	By:	/s/ Daniel Ro-Trock
​	​	Daniel Ro-Trock
​	​	Authorized Person

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FAQ

What capital structure action did Transocean (RIG) disclose in this 8-K?

Transocean disclosed that a subsidiary exchanged approximately $39.7 million in principal of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025 for about 13.9 million common shares plus a small cash payment for accrued interest.

How many of Transocean’s 4.0% Senior Guaranteed Exchangeable Bonds remain outstanding after the exchange?

Immediately after the transaction closed on August 19, 2025, approximately $37.3 million in aggregate principal amount of the 4.0% Senior Guaranteed Exchangeable Bonds due 2025 remained outstanding.

How many new Transocean (RIG) shares were issued in the bond-for-share exchange?

The bondholders received an aggregate of approximately 13.9 million Transocean shares, each with a par value of $0.10, in exchange for the bonds.

Was the Transocean bond-for-share exchange a registered public offering?

No. Transocean states that the share issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, covering transactions by an issuer not involving a public offering.

Why did Transocean undertake this exchange of exchangeable bonds for equity?

Transocean describes the exchange agreements as part of its ongoing efforts to optimize the company’s capital structure by reducing the principal amount of outstanding exchangeable bonds.