TRANSOCEAN LTD. (NASDAQ:RIG) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On December 8, 2016, in connection with the closing of the
previously-announced offering by Transocean Proteus Limited (the
Issuer), a wholly-owned indirect subsidiary of Transocean Ltd.,
of U.S. $625 million in aggregate principal amount of 6.25%
senior secured notes due 2024 (the Notes), the Issuer entered
into an indenture (the Indenture) with Transocean Ltd.,
Transocean Inc. and Triton Capital I GmbH (collectively, the
Guarantors) and Wells Fargo Bank, National Association, as
trustee (the Trustee).

The Notes are secured by a lien on the Deepwater Proteus 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 Guarantees).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 under the Securities Act and outside the Unites States in
compliance with Regulation S under the Securities Act.

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 collateral rig owner and the
collateral rig operator, (ii) limit the ability of Transocean
Inc. and its subsidiaries to incur liens and engage in certain
sale and lease-back transactions, (iii) limit the ability of
Transocean Inc.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 description above does not purport to be complete and is
qualified in its entirety by the Indenture filed herewith as
Exhibit 4.1 to this Current Report on Form 8-K and is
incorporated by reference herein.

Item 7.01Regulation FD Disclosure

On December 8, 2016, Transocean Ltd. announced that the Issuer
has closed its previously-announced offering of the Notes to Rule
144A/Regulation S under the Securities Act to eligible
purchasers.The net proceeds of approximately $609 million from
the Notes will be used primarily for the purpose of partially
financing the construction of the Deepwater Proteus.

A copy of the press release announcing the closing of the
offering is furnished herewith as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.

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