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On August 11, 2025, Transocean Ltd. (the "Company") announced that, as part of its ongoing efforts to optimize its capital structure, Transocean International Limited, a wholly owned subsidiary of the Company ("TIL"), entered into separate, individually negotiated agreements as of August 11, 2025 (the "2025 EB Agreements") with certain holders (the "2025 EB Holders") of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025 (the "2025 Exchangeable Bonds").
Pursuant to the 2025 EB Agreements, (i) the 2025 EB Holders agreed to exchange approximately $39.7 million aggregate principal amount of 2025 Exchangeable Bonds for shares, $0.10 par value, of the Company ("Shares"), with the amount of Shares (the "Consideration Shares") to be determined based in part on the daily volume-weighted average price per Share over a five trading day period beginning on, and including, August 11, 2025, which may be extended in certain circumstances, and (ii) TIL agreed to deliver, in consideration therefor, the Consideration Shares to such 2025 EB Holders and to pay the 2025 EB Holders in cash for any accrued and unpaid interest on the 2025 Exchangeable Bonds (the foregoing transactions, the "Transactions").
Although the Consideration Shares to be issued will ultimately be determined based on the calculation during the trading day period as discussed herein, for illustrative purposes only, if the volume-weighted average price per share of the Shares every trading day during such period was equal to $3.10 (the closing price per share of the Shares on August 8, 2025), then the aggregate number of Shares due at settlement pursuant to the 2025 EB Agreements would be approximately 13.3 million. The foregoing Transactions are subject to a limit price of $2.50 per share (the "Limit Price"), whereby the daily Transactions will cease in the event that, and for so long as, the trading price of the Shares declines below the Limit Price. In certain circumstances, the aggregate principal amount of 2025 Exchangeable Bonds exchanged as part of the Transactions may be less than the approximate $39.7 million agreed amount.
Posted In: RIG
