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2024-09-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
September 3, 2024
TRANSOCEAN LTD
.
(Exact name of Registrant as specified in its charter)
Switzerland 001-38373 98-0599916
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
Turmstrasse 30
Steinhausen CH-6312
,
Switzerland
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code:
+41 (41)
749-0500
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act
Title of each class Trading Symbol Name of each exchange on which registered:
Shares RIG New York Stock Exchange
, $0.10 par value
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
Item 2.06
Material Impairments.
The information described in Item 8.01 is incorporated herein by reference.
Item 8.01
Other Events.
On September 3, 2024, as part of our ongoing efforts to dispose of
non-strategic assets, Transocean Ltd. (the "Company") announced that a
subsidiary of the Company entered into agreements (the "agreements") with a
third party to sell the
Development Driller III
and associated assets for $195 million and the
Discoverer Inspiration
and associated assets for $147 million. The Company expects the sale of these
assets, for an aggregate $342 million, will result in an estimated non-cash
charge for the third quarter 2024 ranging between $630 million and $645
million associated with the impairment of such assets.
The transactions contemplated by the agreements are subject to customary
closing conditions and are expected to close in the third quarter of 2024. The
Company intends to use substantially all of the proceeds from these
transactions to repay existing indebtedness.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No Description
.
101 Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language
104 Cover Page Interactive Data File (formatted as inline XBRL).
Forward-Looking Statements
The statements described herein that are not historical facts are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These statements could contain words such as "possible,"
"intend," "will," "if," "expect," or other similar expressions. Forward-looking
statements are based on management's current expectations and assumptions, and
are subject to inherent uncertainties, risks and changes in circumstances that
are beyond our control, and in many cases, cannot be predicted. As a result,
actual results could differ materially from those indicated by these
forward-looking statements. Factors that could cause actual results to differ
materially include, but are not limited to, estimated duration of customer
contracts, contract dayrate amounts, future contract commencement dates and
locations, planned shipyard projects and other out-of-service time, sales of
drilling units, the cost and timing of mobilizations and reactivations,
operating hazards and delays, risks associated with international operations,
actions by customers and other third parties, the fluctuation of current and
future prices of oil and gas, the global and regional supply and demand for
oil and gas, the intention to scrap certain drilling rigs, the effects of the
spread of and mitigation efforts by governments, businesses and individuals
related to contagious illnesses, and other factors, including those and other
risks discussed in the company's most recent
Annual Report on Form 10-K for the year ended December 31, 2023
, and in the company's other filings with the SEC, which are available free of
charge on the SEC's website at: www.sec.gov. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated. All
subsequent written and oral forward-looking statements attributable to us or
to persons acting on our behalf are expressly qualified in their entirety by
reference to these risks and uncertainties. You should not place undue
reliance on forward-looking statements. Each forward-looking statement speaks
only as of the date of the particular statement. We expressly disclaim any
obligations or undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in our expectations or beliefs
with regard to the statement or any change in events, conditions or
circumstances on which any forward-looking statement is based, except as
required by law. All non-GAAP financial measure reconciliations to the most
comparative GAAP measure are displayed in quantitative schedules on the
company's website at: www.deepwater.com.
This press release, or referenced documents, do not constitute an offer to
sell, or a solicitation of an offer to buy, any securities, and do not
constitute an offering prospectus within the meaning of the Swiss Financial
Services Act ("FinSA") or advertising within the meaning of the FinSA.
Investors must rely on their own evaluation of Transocean and its securities,
including the merits and risks involved. Nothing contained herein is, or shall
be relied on as, a promise or representation as to the future performance of
Transocean.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSOCEAN LTD.
Date: September 3, 2024 By: /s/ Daniel Ro-Trock
Daniel Ro-Trock
Authorized Person
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