Transocean Ltd. (RIG)

[Mother Lode]

"On October 11, 2023, in connection with the closing of the previously announced offering by Transocean
Aquila Limited (the “Issuer”), a wholly owned indirect subsidiary of Transocean Ltd. (the “Company”), of
U.S. $325 million in aggregate principal amount of 8.000% Senior Secured Notes due 2028 (the “Notes”),
the Issuer entered into an indenture (the “Indenture”) with the Company, Transocean Inc. (“TINC”) and
Transocean DWA Limited (“TDWA” and, together with TINC and the Company, the “Guarantors”), and
Truist Bank, as trustee and collateral agent.

The terms of the Notes are governed by the Indenture, which contains covenants that, among other things,
(i) limit the activities of the Issuer, the owner of the collateral rig (which, as of the date hereof, is TDWA)
and certain operators of the collateral rig, (ii) limit the ability of TINC and its subsidiaries to incur liens and
engage in certain sale and lease-back transactions, (iii) limit the ability of TINC’s subsidiaries to incur
indebtedness and (iv) limit the ability of the Issuer and the Guarantors to consolidate, merge or enter into a
scheme of arrangement qualifying as an amalgamation. The Indenture also contains customary events of
default. Indebtedness under the Notes may be accelerated in certain circumstances upon an event of default
as set forth in the Indenture.

The Notes are secured by a lien on the Deepwater Aquila and certain other assets related to the rig. The
Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior basis.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), or under any state securities laws, and were offered only to qualified institutional buyers under Rule
144A promulgated under the Securities Act and outside the United States in compliance with Regulation S
promulgated under the Securities Act."

https://investor.deepwater.com/static-files/aab0d10d-bb6f-4ada-88e9-96c1a8f508df