Deal Description: On April 11, 2024, Transocean Ltd. (NYSE: RIG) announced that Transocean Inc. (together with Transocean Ltd., the “Company”), a wholly-owned subsidiary of Transocean, priced an upsized offering of U.S. $1.8 billion in aggregate principal amount of senior notes due 2029 (the “2029 Notes”) and senior notes due 2031 (the “2031 Notes” and together with the 2029 Notes, the "Notes") to eligible purchasers pursuant to Rule 144A/Regulation S.

The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Transocean Ltd. and certain of its subsidiaries.

The 2029 Notes will bear interest at the rate of 8.25% per annum and will be callable after May 15, 2026. The 2031 Notes will bear interest at the rate of 8.50% per annum and will be callable after May 15, 2027.

The offering is expected to close on or about April 18, 2024, subject to customary closing conditions. The Company expects to receive aggregate net proceeds of approximately $1.774 billion from the offering, after deducting the initial purchasers' discount and estimated offering costs.

The Company intends to use a portion of the net proceeds from the Notes to repay or repurchase indebtedness, including in connection with (i) the funding of the purchase for cash any and all of its 11.50% senior notes due 2027 and 7.25% senior notes due 2025 (the “Tender Notes” and collectively, the “Tender Offer”) or (ii) the redemption of any Tender Notes not purchased in the Tender Offer. The Company intends to use the remaining net proceeds from the offering for the redemption of certain of its other priority guaranteed notes.

For more information, please see Transocean’s press release.

Baker Botts Lawyers/Office Involved:

Corporate: Jim Marshall (Partner, Houston), Garrett Hughey (Senior Associate, Houston), Michael Mazidi (Associate, Houston), Chelsea Johnson (Associate, Houston) and Blake Vick (Associate, Houston)

Finance: Luke Weedon (Partner, Dallas), Alex Kamel (Partner, Houston) and Madeline McCune (Associate, Houston)

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