On June 28, 2024, Transocean Ltd. and certain subsidiaries of Transocean Ltd. entered into a share purchase agreement (the “SPA”) with certain funds managed and/or advised by Hayfin Capital Management LLP and/or its affiliates (together, “Hayfin”), pursuant to which Transocean Ltd. agreed to cause to be issued (i) 55,513,043 shares, USD 0.10 par value each, of Transocean Ltd. (such shares, referred to as “registrable securities”) and (ii) $130 million aggregate principal amount of our 8.00% Senior Notes due 2027, as “Additional Securities” pursuant to our indenture dated January 17, 2020 (such notes, referred to as the “notes”), to Hayfin in exchange for the acquisition by Transocean of Hayfin’s 67.0% ownership interest in the joint venture (the “Joint Venture”) that owns the Transocean Norge. The transactions contemplated by the aforementioned share purchase agreement were consummated on June 28, 2024, including the issuance of the registrable securities and the notes to Hayfin, and we have agreed that we will file a registration statement registering the resale of all of the registrable securities (but not the notes). This registration statement is being filed to satisfy this obligation.
The registration rights described above will terminate when the selling securityholders no longer beneficially own any registrable securities or when all registrable securities owned by all of the selling securityholders may be freely resold pursuant to Rule 144 promulgated under the Securities Act without regard to any limitations thereunder.
This prospectus is not an offer to sell or a solicitation of an offer to buy the notes. The SPA and related transactions are further described in our current report on Form 8-K, filed with the SEC on June 28, 2024.
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