--- schema_version: "secwatch.filing_event.v1" accession: "0001451505-24-000047" form_type: "8-K" ticker: "RIG" cik: "0001451505" company_name: "Transocean Ltd." filed_at: "2024-04-18T23:59:59+00:00" generated_at: "2026-06-03T18:42:47.154518+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Transocean closes $1.8B senior notes offering at 8.25%-8.5%; amends credit facility to extend $510M to 2028 ## Summary - Closed $1.8B offering: $900M 8.25% notes due 2029 and $900M 8.50% notes due 2031. - Sixth amendment to revolver extended $510M commitments to June 2028; total commitments cut from $600M to $575M. - Minimum liquidity covenant reduced from $500M to $200M under amended facility. - Credit facility amendment includes collateral swap: add Deepwater Conqueror rig, release Development Driller III and Discoverer Inspiration. - Must extend/refinance at least $1.25B of debt due 2025-2027; condition satisfied, debt now due 2029+. ## SEC filing metadata - accession: 0001451505-24-000047 - form_type: 8-K - ticker: RIG - cik: 0001451505 - company_name: Transocean Ltd. - filed_at: 2024-04-18T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1451505/000145150524000047/0001451505-24-000047-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1451505/000145150524000047/rig-20240418x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001451505-24-000047 - JSON: https://secwatch.observer/filing/0001451505-24-000047.json - Plain text: https://secwatch.observer/filing/0001451505-24-000047.txt ## Key facts - Debt Financings Transocean Ltd. incurred senior notes of U.S. $900 million in aggregate principal amount of 8.50% Senior Notes due 2031 with Truist Bank, as trustee at 8.500% per annum maturing May 15, 2031. - Instrument: senior notes - Principal: U.S. $900 million in aggregate principal amount of 8.50% Senior Notes due 2031 - Counterparty: Truist Bank, as trustee - Rate: 8.500% per annum - Maturity: May 15, 2031 - Event: incurrence source text: ith the 2029 Notes, the “Notes”), the Company entered into an indenture (the “Indenture”) with Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited, as guarantors (collectively, the “Guarantors”), and Truist Bank, as trustee (the “Trustee”). The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis (the “Guarantees”). evidence_url: https://www.sec.gov/Archives/edgar/data/1451505/000145150524000047/0001451505-24-000047-index.htm - Debt Financings Transocean Ltd. amended revolving credit of $575 million with Citibank, N.A., as administrative agent and collateral agent, certain lenders maturing June 2028. - Instrument: revolving credit - Principal: $575 million - Counterparty: Citibank, N.A., as administrative agent and collateral agent, certain lenders - Maturity: June 2028 - Event: amendment source text: extend the scheduled maturity date of $510 million of revolving commitments thereunder from June 2025 to June 2028, (ii) reduce the total amount of revolving commitments thereunder from $600 million to $575 million evidence_url: https://www.sec.gov/Archives/edgar/data/1451505/000145150524000047/0001451505-24-000047-index.htm - Debt Financings Transocean Ltd. incurred senior notes of U.S. $900 million in aggregate principal amount of 8.25% Senior Notes due 2029 with Truist Bank, as trustee at 8.250% per annum maturing May 15, 2029. - Instrument: senior notes - Principal: U.S. $900 million in aggregate principal amount of 8.25% Senior Notes due 2029 - Counterparty: Truist Bank, as trustee - Rate: 8.250% per annum - Maturity: May 15, 2029 - Event: incurrence source text: ith the 2029 Notes, the “Notes”), the Company entered into an indenture (the “Indenture”) with Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited, as guarantors (collectively, the “Guarantors”), and Truist Bank, as trustee (the “Trustee”). The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis (the “Guarantees”). evidence_url: https://www.sec.gov/Archives/edgar/data/1451505/000145150524000047/0001451505-24-000047-index.htm - Material Agreements Transocean Ltd. entered into Indenture (the "Indenture") with Truist Bank, as trustee valued at U.S. $900 million in aggregate principal amount of 8.25% Senior Notes due 2029 and U.S. $900 million (effective 2024-04-18). - Action: entry - Agreement: notes offering - Counterparty: Truist Bank, as trustee - Value: U.S. $900 million in aggregate principal amount of 8.25% Senior Notes due 2029 and U.S. $900 million - Effective: 2024-04-18 source text: On April 18, 2024, in connection with the closing of the previously announced offering by the Company (the “Offering”) of (i) U.S. $900 million in aggregate principal amount of 8.25% Senior Notes due 2029 (the “2029 Notes”) and (ii) U.S. $900 million in aggregate principal amount of 8.50% Senior Notes due 2031 (the “2031 Notes” and collectively with the 2029 Notes, the “Notes”), the Company entered into an indenture (the “Indenture”) with Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited, as guarantors (collectively, the “Guarantors”), and Truist Bank, as trustee (the “Trustee”) evidence_url: https://www.sec.gov/Archives/edgar/data/1451505/000145150524000047/0001451505-24-000047-index.htm - Material Agreements Transocean Ltd. entered into sixth amendment (the "RCF Amendment") with Citibank, N.A., as administrative agent and collateral agent, certain lenders valued at $600 million to $575 million (effective 2024-04-18). - Action: entry - Agreement: credit facility - Counterparty: Citibank, N.A., as administrative agent and collateral agent, certain lenders - Value: $600 million to $575 million - Effective: 2024-04-18 source text: On April 18, 2024, Transocean Inc. (the “Company”), a wholly owned subsidiary of Transocean Ltd., Citibank, N.A., as administrative agent and collateral agent, certain lenders and, for the limited purposes set forth therein, Transocean Ltd. and certain of the Company’s subsidiaries entered into the sixth amendment (the “RCF Amendment”) to the Company’s credit agreement dated June 22, 2018 evidence_url: https://www.sec.gov/Archives/edgar/data/1451505/000145150524000047/0001451505-24-000047-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.