UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (date of earliest event reported): July 15, 2019
TRANSOCEAN LTD.
(Exact name of Registrant as specified in its charter)
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Switzerland | | 001-38373 | | 98-0599916 |
(State or other jurisdiction of | | (Commission | | (I.R.S. Employer |
incorporation or organization) | | File Number) | | Identification No.) |
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Turmstrasse 30 | | |
Steinhausen, Switzerland | | CH-6312 |
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(Address of principal executive offices) | | (zip code) |
Registrant’s telephone number, including area code: +41 (41) 749-0500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Securities registered pursuant to Section 12(b) of the Act |
Title of each class | Trading Symbol | Name of each exchange on which registered: |
Shares, CHF 0.10 par value | RIG | New York Stock Exchange |
Item 1.01Entry into a Material Definitive Agreement
On July 15, 2019, Transocean Inc., a wholly-owned subsidiary of Transocean Ltd. (the “Company”), entered into an Increase of Commitments, Second Amendment to Credit Agreement and First Amendment to Guaranties (the “Amendment”), which amends Transocean Inc.’s credit agreement dated June 22, 2018, as amended by the first amendment to credit agreement dated May 13, 2019 (as amended, the “Revolving Credit Facility”), with the lenders parties thereto and Citibank, N.A., as administrative agent. The Revolving Credit Facility contains an accordion provision allowing Transocean Inc., subject to the conditions set forth therein, to increase from time to time the aggregate commitments under the Revolving Credit Facility up to $1.5 billon. The Amendment, among other things, added a lender party to the Revolving Credit Facility and exercised in part the accordion provision to increase the aggregate commitments under the Revolving Credit Facility from $1.36 billion to $1.37 billion.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete document, which is attached hereto as Exhibit 10.1.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information described in Item 1.01 is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| TRANSOCEAN LTD. |
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Date: July 15, 2019 | By: | /s/ Daniel Ro-Trock |
| | Daniel Ro-Trock |
| | Authorized Person |
