Transocean signs conditional $750M credit agreement
The existing credit agreement remains in force until the amended agreement takes effect, while its lender commitments would terminate if conditions are unmet by May 9, 2027.
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Rhea-AI Filing Summary
Transocean Ltd., through its wholly owned subsidiary Transocean International Limited, entered into an amended and restated revolving credit agreement. It becomes effective only upon closing Transocean Ltd.’s previously announced acquisition of all issued and outstanding common shares of Valaris Limited and satisfaction or waiver of customary conditions for a secured credit facility. If those conditions are not satisfied or waived by May 9, 2027, lender commitments automatically terminate; the existing agreement remains in force until the new agreement takes effect.
Upon effectiveness, total revolving commitments increase to $750 million from $510 million, and scheduled maturity moves from June 2028 to October 2031; covenants and other terms are also modified. Transocean Ltd. and certain subsidiaries continue as guarantors, with certain drilling rigs and related collateral securing the facility. Separately, Transocean retired its 8.00% Senior Secured Notes due 2028 in full on October 1, 2026. The $165 million outstanding principal, plus a call premium and accrued but unpaid interest, was settled using cash on hand and funds from the associated debt service reserve account; interest expense savings to maturity are approximately $22 million.
Positive
- Minor point. Forward-looking: it has not happened yet and may not happen.Aquila Notes retirement: approximately $22 million of interest expense savings to maturity.
Negative
- None.
Insights
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8-K Event Classification
Key Figures
Key Terms
revolving commitments financial
secured credit facility financial
debt service reserve account financial
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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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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:
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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).
Emerging growth company
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 1.01Entry into a Material Definitive Agreement.
On October 15, 2026, Transocean International Limited (the “Company”), a wholly owned subsidiary of Transocean Ltd., entered into an amended and restated credit agreement with Citibank, N.A., as administrative agent and collateral agent, and certain lenders party thereto (the “A&R Credit Agreement”), the effectiveness of which is subject to the closing of Transocean Ltd.’s previously announced acquisition of all of the issued and outstanding common shares of Valaris Limited and the satisfaction or waiver of customary conditions for a secured credit facility. Upon its effectiveness, the A&R Credit Agreement will amend and restate the Company’s existing credit agreement dated June 22, 2018 (as previously amended, the “Existing Credit Agreement” and, the existing revolving credit facility under the Existing Credit Agreement as amended and restated by the A&R Credit Agreement, the “Revolving Credit Facility”) to, among other things, (i) extend the scheduled maturity date thereof from June 2028 to October 2031, (ii) increase the total amount of revolving commitments thereunder to $750 million from $510 million, and (iii) modify certain covenants and other terms thereunder. The Revolving Credit Facility will continue to be guaranteed by Transocean Ltd. and certain subsidiaries and secured by certain drilling rigs and related collateral. The Existing Credit Agreement remains in full force and effect until the A&R Credit Agreement becomes effective. If the conditions to effectiveness of the A&R Credit Agreement are not satisfied or waived by May 9, 2027, the lenders’ commitments thereunder will automatically terminate.
The foregoing description of the Revolving Credit Facility does not purport to be complete and is qualified in its entirety by the A&R Credit Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information described in Item 1.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The information described in Item 1.01 is incorporated herein by reference.
Separately, Transocean retired the 8.00% Senior Secured Notes due 2028 (the “Aquila Notes”) in full on October 1, 2026. The outstanding principal amount of $165 million, plus a call premium and accrued but unpaid interest, was settled using cash on hand and funds from the associated debt service reserve account. Interest expense savings to maturity is approximately $22 million. The early retirement of the Aquila Notes reflects the company’s commitment to prioritize deleveraging, reduce interest expense and simplify the balance sheet.
A copy of the press release announcing the amended and restated credit agreement and redemption of notes referred to above is attached hereto and incorporated herein by reference as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
10.1 | Amended and Restated Credit Agreement, dated October 15, 2026, among Transocean International Limited, Citibank, N.A. as administrative agent and collateral agent, and the lenders party thereto. |
99.1 | Transocean Ltd. Announces Amended and Restated Credit Agreement and Redemption of Deepwater Aquila Notes | |
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: October 15, 2026 | By: | /s/ Debra Kupferman |
Debra Kupferman | ||
Authorized Person | ||
EXHIBIT 99.1
Transocean Ltd. Announces Amended and Restated Credit Agreement and Redemption of Deepwater Aquila Notes
STEINHAUSEN, Switzerland, October 15, 2026 (GLOBE NEWSWIRE) -- Transocean Ltd. (NYSE: RIG) (“Transocean”) today announced that its wholly owned subsidiary, Transocean International Limited (the “Company”), entered into an amended and restated credit agreement with Citibank, N.A., as administrative agent and collateral agent, and certain lenders. The effectiveness of the agreement is subject to customary conditions and the closing of Transocean Ltd.’s previously announced acquisition of Valaris Limited.
Upon its effectiveness, the agreement will amend and restate the Company’s existing credit agreement and related revolving credit facility to:
| (i) | Extend the scheduled maturity date thereof from June 2028 to October 2031; |
| (ii) | Increase the total amount of revolving commitments to $750 million from $510 million; and |
| (iii) | Modify certain covenants and other terms thereunder. |
The revolving credit facility was oversubscribed during syndication, reflecting strong lender support.
The revolving credit facility will continue to be guaranteed by Transocean Ltd. and certain subsidiaries and secured by certain drilling rigs and related collateral.
Separately, Transocean retired the 8.00% Senior Secured Notes due 2028 (the “Aquila Notes”) in full on October 1, 2026. The outstanding principal amount of $165 million, plus a call premium and accrued but unpaid interest, was settled using cash on hand and funds from the associated debt service reserve account. Interest expense savings to maturity is approximately $22 million. The early retirement of the Aquila Notes reflects the company’s commitment to prioritize deleveraging, reduce interest expense and simplify the balance sheet.
About Transocean
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. Transocean specializes in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services and operates the highest specification floating offshore drilling fleet in the world.
Transocean owns or has partial ownership interests in and operates a fleet of 27 mobile offshore drilling units, consisting of 20 ultra-deepwater floaters and seven harsh environment floaters.
Forward-Looking Statements
The statements described herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements could contain words such as “expected,” “approximately,” “if,” or other similar expressions. Forward-looking statements are based on
management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are beyond our control, and in many cases, cannot be predicted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. Factors that could cause actual results to differ materially include, but are not limited to, the level of activity in offshore oil and gas exploration and development, exploration success by producers, operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the fluctuation of current and future prices of oil and gas, the global and regional supply and demand for oil and gas, the intention to scrap certain drilling rigs, the effects of the spread of and mitigation efforts by governments, businesses and individuals related to contagious illnesses, and other factors, including our expectations regarding the timing, completion and anticipated benefits of the proposed business combination with Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda, and other risks discussed in Transocean's most recent Annual Report on Form 10-K for the year ended December 31, 2025, and in Transocean's other filings with the SEC, which are available free of charge on the SEC's website at: www.sec.gov. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by law. All non-GAAP financial measure reconciliations to the most comparative GAAP measure are displayed in quantitative schedules on Transocean’s website at www.deepwater.com.
This press release, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”) or advertising within the meaning of the FinSA. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Transocean. Investors must rely on their own evaluation of Transocean and its securities, including the merits and risks involved, when making any investment decision involving Transocean securities.
Analyst Contact:
Sarah Davidson
+1 713-232-7217
Media Contact:
Kristina Mays
+1 713-232-7734