Transocean Ltd. SEC Filings

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. prospectus supplement describes terms for potential debt securities and related corporate governance, capital and risk disclosures. It lists factors that could affect operations including oil and gas market volatility, contract renewals and cancellations, shipyard and reactivation timing, capital project costs, liquidity and debt management, legal, tax and regulatory matters, insurance and labor issues. The document discloses outstanding exchangeable bonds and warrants that could convert into shares at specified initial conversion/exercise prices and states 37,103,314 shares reserved under the 2015 Long-Term Incentive Plan as of August 31, 2025. It notes the board has exhausted certain share issuance authorizations and references audited consolidated financial statements by Ernst & Young LLP.

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. 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.