Transocean LTD. 8-K Filings

Transocean Ltd. (RIG) reported that it received a two-year binding Letter of Award from ONGC in India for its ultra-deepwater drillship Dhirubhai Deepwater KG2. The campaign is expected to start in the first quarter of 2027 and generate approximately $300 million in contract value, including additional services and mobilization fees.

The contract also contains two years of priced options which, if fully exercised, would keep the drillship working in India into early 2031. Transocean describes itself as a leading offshore contract driller with a fleet of 27 mobile offshore drilling units, including 20 ultra-deepwater floaters and seven harsh environment floaters.

Transocean Ltd. reported second quarter 2026 contract drilling revenues of $966 million and net income of $170 million, compared with a loss of $938 million a year earlier. Basic earnings per share were $0.15, and total fleet revenue efficiency was 97.0%. Adjusted EBITDA was $312 million, while net cash from operating activities reached $236 million and free cash flow was $212 million.

Total debt (principal) declined to $5,107 million at June 30, 2026, with a net debt to EBITDA ratio of 2.8x. As of August 5, 2026, contract backlog was approximately $6.7 billion, excluding a conditional Equinor agreement for three harsh environment semisubmersibles valued at about $1.0 billion. For 3Q26, the company guides contract drilling revenues of $920–$960 million and full‑year 2026 revenues of $3.9–$3.975 billion, with total liquidity forecast between $1.25–$1.35 billion.

Transocean Ltd. announced an agreement with Equinor, conditional on license approvals, to use three harsh-environment semisubmersible rigs on the Norwegian shelf. The deal adds contract backlog worth over $1 billion across seven rig years, with a base day rate of $399,000 that is expected to exceed $400,000 per day at commencement.

The programs cover the Transocean Enabler and Transocean Encourage from the first quarter of 2028, and Transocean Endurance from the second quarter of 2027. Separately, Transocean’s planned share-for-share business combination with Valaris advanced as the companies received CFIUS approval, while a DOJ Second Request under the HSR Act extends the regulatory review timeline, with commitments not to certify substantial compliance before July 31, 2026. They continue to expect closing in the second half of 2026, subject to remaining approvals and shareholder votes.

Transocean Ltd. announced new contract awards for two harsh environment semisubmersible rigs, adding approximately $185 million to its firm contract backlog. These long-term drilling awards extend future revenue visibility across Norway and Australia.

The Transocean Norge secured a five-well contract with Harbour Energy in Norway, covering an estimated 300 days of work starting in the first quarter of 2028, contributing about $149 million in backlog and including three one-well options. The Transocean Equinox received a two-well contract with Santos in Australia, expected to begin in the second quarter of 2027, adding roughly $36 million in backlog and carrying five one-well options. Transocean highlights its focus on ultra-deepwater and harsh environment operations, supported by a fleet of 27 mobile offshore drilling units.

Transocean Ltd. reported results of its 2026 annual meeting and key governance changes. Shareholders approved an amendment to the Articles of Association authorizing the issuance of up to 240,801,936 shares with a term expiring on May 22, 2027. The Articles were also updated to reflect the issuance of 100,000,000 shares into treasury, resulting in share capital of $130,400,968.10 divided into 1,304,009,681 fully paid registered shares.

The treasury share issuance is intended to facilitate future deliveries of shares under the general capital authorization and is treated as exempt under Section 4(a)(2) of the Securities Act of 1933. The Board approved an amendment to the Organizational Regulations to dissolve the Finance Committee effective July 1, 2026.

At the meeting, all agenda items presented were approved, including the election of 11 directors and committee members. Jeremy D. Thigpen was elected both as a director and as Chair of the Board, each to serve until the next annual general meeting.

Transocean Ltd. entered into a support agreement with Famatown Finance and others giving them a contractual right to have Kristian Johansen, or a replacement director, nominated to the Transocean board for a Re‑Nomination Period of two years after an extraordinary shareholders’ meeting tied to Transocean’s acquisition of Valaris.

If Johansen is not elected, the Famatown parties may propose a replacement director, and they also receive a board and committee observer right whenever their nominee is not serving. These rights are subject to standstill and voting covenants and end, among other triggers, if the Famatown parties cease to own at least 3.5% of Transocean’s outstanding shares or breach their commitments. The filing also notes that the Valaris combination will proceed via a Bermuda scheme of arrangement, with securities expected to rely on a Section 3(a)(10) exemption and a joint proxy statement process for shareholder approvals.

Transocean Ltd. reports that the U.S. Department of Justice has issued a “Second Request” for additional information under the Hart-Scott-Rodino Act in connection with its proposed business combination with Valaris Limited. Under the agreement, Transocean will acquire all Valaris common shares in exchange for 15.235 Transocean shares per Valaris share.

The Second Request extends the HSR waiting period until 30 days after both companies have substantially complied with the DOJ’s information requests, unless that period is further extended by agreement or terminated earlier by the DOJ. Transocean and Valaris state they are continuing to work cooperatively with the DOJ and highlight numerous risks and uncertainties that could affect the timing, completion and benefits of the transaction.

Transocean Ltd. reported a solid turnaround in the first quarter of 2026, with contract drilling revenues rising to $1.081 billion from $906 million a year earlier and net income improving to $71 million from a prior-year loss of $79 million. Adjusted EBITDA increased to $440 million, with an adjusted EBITDA margin of 40.7%, reflecting strong fleet performance and revenue efficiency of 97.3%. Free cash flow was $136 million, and the company reduced total debt (principal amount) to $5.137 billion from $5.686 billion at year-end 2025, strengthening its balance sheet. Transocean’s total contract backlog reached approximately $7.1 billion, including about $1.6 billion of incremental backlog from new or extended contracts on five rigs. For 2Q26, the company guides contract drilling revenues to $930–$970 million and for full-year 2026 to $3.8–$3.9 billion, with expected fleet-wide revenue efficiency of 96.5% and year-end total liquidity between $1.25–$1.35 billion.

Transocean Ltd. reported a new five-well contract for its ultra-deepwater drillship Deepwater Asgard in the Eastern Mediterranean Sea with an undisclosed operator. The estimated 390-day campaign is expected to start in the fourth quarter of 2026 and add approximately $158 million to contract backlog, excluding extra services and mobilization or demobilization payments.

Including this award and recently announced fixtures for the Transocean Barents in Norway and the Deepwater Orion, Deepwater Aquila and Deepwater Corcovado in Brazil, total backlog additions are about $1.6 billion since the beginning of April. Transocean highlights its focus on technically demanding ultra-deepwater and harsh environment projects, supported by a fleet of 27 high-specification floating units.

Transocean Ltd. reported that its ultra-deepwater drillship Deepwater Corcovado received a 1,156-day contract extension from Petrobras, expected to add approximately $445 million in incremental backlog and keep the rig working through November 2030.

Between April 1, 2026 and the start of the new contract in September 2027, the company’s existing backlog will be reduced by approximately $20 million, reflecting revised terms ahead of the extension period. Transocean notes it operates a fleet of 27 high-specification offshore drilling units focused on ultra-deepwater and harsh environments.

Transocean Ltd. announced new offshore drilling contracts that add approximately $1.0 billion in incremental firm contract backlog, including a harsh environment semisubmersible in Norway and extensions for two ultra-deepwater drillships in Brazil. The company also fully retired its 8.375% Senior Secured Notes due 2028 with an outstanding principal of $358 million, using cash on hand and a debt service reserve account, generating about $39 million of interest expense savings to maturity. Including this transaction, Transocean currently expects to retire a total of $0.75 billion of debt in 2026 as part of its strategy to accelerate deleveraging and simplify its balance sheet.

Transocean Ltd. furnishes audited statutory consolidated and stand-alone financial statements for 2025, showing stronger revenues but a much larger loss. Contract drilling revenues rose to $3,965 million from $3,524 million in 2024, driven mainly by ultra-deepwater activity in the U.S. and Brazil and harsh-environment work in Norway.

Impairment charges on older rigs and related assets totaled $3,049 million, leading to a net loss of $2,915 million and basic loss per share of $3.04. Despite the loss, net cash provided by operating activities improved to $749 million, while capital spending fell and net investing cash outflows were modest. Year-end total assets were $15,642 million, long-term debt was $5,212 million, and total equity was $8,108 million.

The company highlights a February 2026 agreement to acquire Valaris Limited in an all-share business combination, exchanging 15.235 Transocean shares for each Valaris share, subject to court sanction in Bermuda. Management also discloses significant reliance on major customers such as Petrobras, Shell and Equinor and outlines complex tax, impairment, leasing and financing policies underpinning these results.

Transocean Ltd. reported fourth quarter and full year 2025 results showing stronger activity but a large accounting loss. Full-year contract drilling revenues rose to $3,965 million from $3,524 million, with revenue efficiency at 96.5% and Adjusted EBITDA increasing to $1,370 million, a $222 million improvement.

The company recorded a net loss attributable to controlling interest of $2,915 million, or $3.04 per diluted share, mainly driven by a $3,049 million loss on impairment of assets. Excluding net unfavorable items of $2,952 million, Adjusted Net Income was $37 million, or $0.04 per diluted share. Fourth quarter 2025 contract drilling revenues were $1,043 million and adjusted diluted earnings per share were $0.02.

Transocean retired approximately $1.3 billion of debt principal in 2025, saving nearly $90 million in annualized interest expense, and ended the year with total shares outstanding of 1.1 billion. Its fleet status report shows an aggregate incremental backlog of about $610 million from 10 new fixtures and total backlog of roughly $6.1 billion. Guidance for 2026 includes contract drilling revenues of $3,800–3,950 million and total liquidity of $1,600–1,700 million, and the company highlights a definitive agreement to combine with Valaris as part of its strategy.

Transocean Ltd. disclosed new drilling contracts in Norway adding approximately $184 million to its firm contract backlog. A seven-well extension for the Transocean Encourage, estimated at 365 days of work starting in the first quarter of 2027, is expected to contribute about $152 million in backlog, excluding additional services. Two one-well options exercised for the Transocean Enabler add roughly 70 days of incremental work, contributing about $32 million in backlog, excluding additional services, and keep that rig committed through December 2027.

Transocean Ltd. agreed to acquire Valaris Limited in an all-stock business combination, exchanging 15.235 Transocean shares for each Valaris share via a Bermuda court-approved scheme of arrangement. After closing, Transocean shareholders are expected to own about 53% of the combined company and Valaris shareholders about 47%.

Management describes the deal as a transformational merger creating the largest offshore driller, with a pro forma contracted backlog of more than $10 billion and identified annual cost synergies of over $200 million, which they value at more than $1.5 billion. They expect the combination to be accretive to free cash flow and earnings per share and to help reduce the leverage ratio to roughly 1.5x within 24 months of closing.

The combined fleet will include high-specification deepwater drillships, harsh-environment semisubmersibles and a 31-rig jackup fleet, broadening geographic reach and customer offering. Closing is targeted for the second half of 2026, subject to shareholder approvals, regulatory clearances and court sanction, with reciprocal termination fees of $195 million for Transocean and $173 million for Valaris in specified circumstances.

Transocean Ltd. has signed a definitive agreement to acquire Valaris Limited in an all-stock transaction valued at approximately $5.8 billion, creating a combined offshore driller with an estimated $17 billion enterprise value.

The merged company is expected to own a diversified fleet of 73 rigs, including 33 ultra-deepwater drillships, nine semisubmersibles and 31 modern jackups, and to have an industry-leading backlog of about $10 billion, providing revenue visibility.

Management targets more than $200 million of cost synergies on top of Transocean’s ongoing cost-reduction plan of over $250 million through 2026, with an expected leverage ratio of about 1.5x within 24 months of closing. Transocean shareholders are expected to own roughly 53% of the combined company and Valaris shareholders 47%, based on a fixed exchange ratio of 15.235 Transocean shares per Valaris share, with closing targeted for the second half of 2026, subject to shareholder and regulatory approvals.

Transocean Ltd. reported new work for two of its offshore drilling rigs, adding about $168 million to its firm contract backlog. The Deepwater Mykonos received a new contract with bp in Brazil, with an estimated 302-day campaign expected to start in the third quarter of 2026 and contribute roughly $120 million in backlog, excluding additional services and mobilization or demobilization compensation.

In Norway, three one-well options were exercised for the Transocean Enabler, adding 105 days of work in direct continuation of the rig’s current activity and contributing about $48 million in backlog. This extension commits the Transocean Enabler through September 2027, supporting future revenue visibility for the company’s fleet.

Transocean Ltd. reported that it has signed a new six-well contract in Australia for its ultra-deepwater drillship Deepwater Skyros with an undisclosed operator. The work is expected to last about 320 days, begin in the first quarter of 2027, and add approximately $130 million to the company’s contracted backlog, excluding any mobilization or demobilization payments.

The agreement also includes priced option periods that, if fully exercised, could keep the Deepwater Skyros operating in Australia into early 2030. This multi-well, multi-year opportunity extends Transocean’s future revenue visibility for one of its high-specification offshore rigs.

Transocean Ltd. (RIG) reported that customers exercised contract options for one ultra-deepwater drillship and two harsh-environment semisubmersible rigs, adding approximately $89 million in firm contract backlog. In Brazil, Petrobras exercised a 90-day option for the Deepwater Mykonos, expected to contribute about $33 million in backlog. In Norway, a two-well option was exercised for the Transocean Enabler at a dayrate of $453,000, excluding additional services. In Romania, OMV Petrom exercised a one-well option for the Transocean Barents at a dayrate of $480,000 per day, reinforcing demand for Transocean’s high-specification offshore fleet.

Transocean Ltd. filed a current report to furnish its financial results press release for the third quarter of 2025. The company references a press release dated October 29, 2025, which is included as Exhibit 99.1 and incorporated by reference.

The filing is primarily administrative, identifying Transocean’s common shares traded on the New York Stock Exchange under the symbol RIG and listing additional technical exhibits related to interactive data and the cover page.

Transocean Ltd. closed a private Offering of $500 million in 7.875% Senior Priority Guaranteed Notes due 2032 through Transocean International Limited. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by specified subsidiaries, pay interest on April 15 and October 15 each year beginning April 15, 2026, and were offered to qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S. The Indenture includes covenants limiting certain additional indebtedness, liens on drilling rigs or drillships without equal and ratable security, sale-leasebacks of these assets, and certain consolidations or amalgamations, with customary events of default and potential acceleration.

Transocean also announced early results for its cash tender offer, increasing the combined aggregate purchase price cap from $50 million to $100 million. As of the Early Tender Date, $88,998,000 of 2041 Notes (about 50.21% outstanding) were validly tendered and accepted, and $120,628,000 of 2028 Notes (about 46.18% outstanding) were validly tendered, to be purchased on a pro rata basis with a proration factor of approximately 13.17%.

Transocean Ltd. furnished a “Transocean Fleet Status Report” under Item 7.01 Regulation FD Disclosure, providing drilling rig status and contract information.

The report is dated October 15, 2025 and is attached as Exhibit 99.1. The company posts Fleet Status Reports quarterly on its investor website and offers free email alerts for press releases, financial updates, and links to the report.

Transocean Ltd. announced new contract fixtures for two ultra-deepwater drillships, adding approximately $243 million in firm contract backlog. In the U.S. Gulf of America, bp exercised a 365-day option for the Deepwater Atlas in direct continuation of its existing contract, expected to contribute about $232 million in backlog. In Brazil, Petrobras exercised a 30-day option for the Deepwater Mykonos, expected to add roughly $11 million in backlog. A related press release with further details is attached as an exhibit.

Transocean Ltd. is starting a new debt financing. The company announced that its subsidiary, Transocean International Limited, has begun an offering of $500 million aggregate principal amount of Senior Priority Guaranteed Notes due 2032.

The notes are being sold in a private placement to institutional investors, including qualified institutional buyers in the United States and certain investors outside the U.S. under Regulation S. This transaction is designed to raise long-term capital through bonds rather than issuing new shares.

Transocean Ltd. entered into an underwriting agreement for a previously announced underwritten public offering of 125,000,000 common shares at a public offering price of $3.05 per share. Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC act as representatives of the underwriters.

The company granted the underwriters a 30-day option to purchase up to 18,750,000 additional shares, which was exercised in full on September 25, 2025. The offering was registered on Form S-3/ASR and is expected to close on September 26, 2025.

Transocean intends to use the net proceeds primarily to repay or redeem indebtedness, including part of the $655 million 8.00% Senior Notes due February 2027, with any remaining funds for general corporate purposes.

Transocean Ltd. announced the pricing of an underwritten public offering of 125,000,000 shares at $3.05 per share. The share sale was increased from the 100,000,000 shares originally proposed, indicating higher offering size than first planned. The company also granted underwriters a 30-day option to buy up to an additional 18,750,000 shares at the same public offering price, less underwriting discounts and commissions.

Transocean Ltd. reported that it plans to offer and sell 100,000,000 company shares with a par value of $0.10 in an underwritten public offering. The company also expects to grant the underwriters a 30-day option to purchase up to an additional 15,000,000 shares at the public offering price, less underwriting discounts and commissions. These transactions would increase the company’s equity base and could dilute existing shareholders, depending on final pricing and how many shares are sold. Further details are provided in a related press release, which is included as an exhibit.

Transocean Ltd. plans to dispose of five drilling rigs and related assets and expects to record an estimated non-cash impairment charge of approximately $1.9 billion in its third quarter 2025 results. The rigs designated for sale, recycling or alternative use are Discoverer Clear Leader, Discoverer Americas, Deepwater Champion, Henry Goodrich and Discoverer India, along with associated equipment classified as held for sale. The company notes that these statements are forward-looking and subject to various operational, market and contractual risks outlined in its prior SEC filings.

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.

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. (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.