Transocean Announces Private Offering Of $500M Senior Priority Guaranteed Notes Due 2032 Through Its Wholly Owned Subsidiary, Transocean International Limited

Author: Benzinga Newsdesk | September 30, 2025 08:38am

Transocean Ltd. (NYSE:RIG) announced today that Transocean International Limited, a Bermuda exempted company limited by shares and a wholly owned subsidiary of Transocean Ltd. (the "Company" and, together with Transocean Ltd., "Transocean"), commenced a private offering of $500 million aggregate principal amount of Senior Priority Guaranteed Notes due 2032 (the "Notes") to eligible purchasers pursuant to Rule 144A/Regulation S (the "Notes Offering"). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Transocean Ltd. and certain of the Company's subsidiaries.

The timing of pricing and terms of the Notes are subject to market conditions and other factors. Transocean intends to use the net proceeds from the Notes Offering, together with the release of certain restricted cash amounts relating to the 6.875% Senior Secured Notes due 2027, to (i) refinance, repay or redeem (A) the remaining principal amount of outstanding 8.00% Senior Notes due February 2027 (the "2027 Notes") after the completion of the redemption of $415 million aggregate principal amount of such 2027 Notes pursuant to the Company's notice of redemption submitted on September 26, 2025, and (B) the principal amount of outstanding 6.875% Senior Secured Notes due 2027, and (ii) fund its offer to purchase for cash (the "Tender Offer") up to a combined aggregate purchase price of $50 million of outstanding 7.35% Senior Notes due December 2041, which have a step up coupon currently at 9.35%, and 7.00% Notes due June 2028 (collectively, the "Tender Notes"), subject to the conditions set forth in the offer to purchase, dated September 30, 2025 (the "Offer to Purchase"), issued in connection therewith. Pending application of the net proceeds from the Notes Offering, Transocean may temporarily invest net proceeds that are not immediately needed for such purposes in short-term investments, including marketable securities. The Tender Offer is being made only by and pursuant to the terms of the Offer to Purchase and this press release does not constitute an offer to purchase any Tender Notes.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (the "FinSA") and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the Notes in the United States, shall not constitute an offer, solicitation, or sale of any securities in any jurisdiction where such offering or sale would be unlawful and does not constitute a prospectus pursuant to the FinSA. There shall not be any sale of the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Posted In: RIG