TRANSOCEAN LTD. (NYSE:RIG) Files An 8-K Other Events

Item 8.01. Other Events.

On May 5, 2017, one of our indirect subsidiaries (the issuer)
completed an offering to institutional investors of an aggregate
principal amount of $410 million of 5.52% Senior Secured Notes
due May 31, 2022 (the 5.52% Senior Secured Notes).The issuer
received aggregate cash proceeds of $403 million, net of costs,
which will be used primarily to finance the construction cost of
the ultra-deepwater drillshipDeepwater Conqueror (the collateral
rig).The issuer will pay interest on the 5.52% Senior Secured
Notes quarterly on the last business day of March, June,
September and December of each year, beginning September 29,
2017.The issuer may redeem all or a portion of the 5.52% Senior
Secured Notes at any time (i) on or prior to December 31, 2021,
at a price equal to 100 percent of the aggregate principal amount
plus, subject to certain exceptions related to the drilling
contract for the collateral rig, a make whole provision or (ii)
after December 31, 2021, at a price equal to 100 percent of the
aggregate principal amount, without a make whole provision.In
addition, the issuer will be required to redeem or to offer to
redeem the 5.52% Senior Secured Notes at a price equal to 100
percent of the aggregate principal amount upon the occurrence of
certain events related to the collateral rig and the related
drilling contract, certain of which require payment of a make
whole provision.The issuer may redeem all of the 5.52% Senior
Secured Notes at a price equal to 100 percent of the aggregate
principal amount, without a make whole provision, upon the
occurrence of certain events related to the collateral rig and
the related drilling contract.The 5.52% Senior Secured Notes are
secured by the assets and earnings associated with the collateral
rig, the equity of the issuer and the equity of our subsidiaries
that own and operate the collateral rig, and certain related
assets. Neither Transocean Ltd. nor Transocean Inc. guaranteed
the obligations of the issuer under the 5.52% Senior Secured
Notes.

The agreements governing the terms of the 5.52% Senior Secured
Notes contains covenants that, among other things, limit the
ability of the issuer, the collateral rig owner and the
collateral rig operator from (i) engaging in certain transactions
with us and other affiliates, (ii) consolidating, merging or
selling certain property, (iii) engaging in certain lines of
business, (iii) modifying the collateral rig or the related
drilling contract, (iv) making distributions to their
shareholders, (v) incurring liens and indebtedness, and (vi)
making certain investments, as well as require that the issuer,
the collateral rig owner and the collateral rig operator take
certain steps to maintain their separate legal identity.The
agreement governing the terms of the 5.52% Senior Secured Notes
also contains customary events of default.Indebtedness under the
5.52% Senior Secured Notes may be accelerated in certain
circumstances upon an event of default as set forth in the
agreement.

The 5.52% Senior Secured Notes have not been registered under the
Securities Act of 1933, as amended (the Securities Act), or any
state securities law, and unless so registered, the 5.52% Senior
Secured Notes may not be offered or sold in the United States,
except to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and
applicable state securities laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

About TRANSOCEAN LTD. (NYSE:RIG)

Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company’s primary business is to contract its drilling rigs, related equipment and work crews primarily on a day rate basis to drill oil and gas wells. The Company operates through the contract drilling services segment. The Company specializes in technically demanding regions of the global offshore drilling business with a particular focus on deepwater and harsh environment drilling services. Its mobile offshore drilling fleet consists of floaters and high-specification jackups used in support of offshore drilling activities and offshore support services across the world. The Company owns or has partial ownership interests in and operates over 60 mobile offshore drilling , including approximately 30 ultra‑deepwater floaters, over seven harsh environment floaters, over five deepwater floaters, over 10 midwater floaters and approximately 10 high-specification jackups.

TRANSOCEAN LTD. (NYSE:RIG) Recent Trading Information

TRANSOCEAN LTD. (NYSE:RIG) closed its last trading session up +0.73 at 11.07 with 19,932,897 shares trading hands.