Transocean SEC Filings

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. prospectus supplement for debt securities describes the terms and investor considerations for offerings, and reiterates extensive risk factors affecting an offshore drilling company. It details outstanding exchangeable bonds and warrants that could be settled in shares, including $37 million of 4.0% exchangeable bonds (initial implied conversion $5.25/share), $259 million of 4.625% exchangeable bonds (initial implied conversion $3.44/share), and 22.2 million warrants exercisable at $3.71/share through March 13, 2026. The supplement also discloses 37,103,314 shares reserved under the 2015 Long-Term Incentive Plan and that certain capital authorizations have been exhausted. It summarizes potential investor exposures: liquidity and debt refinancing (including $655 million of 8.00% Senior Notes due 2027), contract and market risks in offshore drilling, regulatory and tax matters (including PFIC considerations for U.S. holders), events of default and trustee remedies, and permitted indenture amendments and defeasance mechanics.

Transocean Ltd. prospectus supplement for debt securities describes the terms and investor considerations for offerings, and reiterates extensive risk factors affecting an offshore drilling company. It details outstanding exchangeable bonds and warrants that could be settled in shares, including $37 million of 4.0% exchangeable bonds (initial implied conversion $5.25/share), $259 million of 4.625% exchangeable bonds (initial implied conversion $3.44/share), and 22.2 million warrants exercisable at $3.71/share through March 13, 2026. The supplement also discloses 37,103,314 shares reserved under the 2015 Long-Term Incentive Plan and that certain capital authorizations have been exhausted. It summarizes potential investor exposures: liquidity and debt refinancing (including $655 million of 8.00% Senior Notes due 2027), contract and market risks in offshore drilling, regulatory and tax matters (including PFIC considerations for U.S. holders), events of default and trustee remedies, and permitted indenture amendments and defeasance mechanics.

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. 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.

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.