Item 3.02Unregistered Sales of Equity Securities.
The information included under Item 5.03 is incorporated herein by reference.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 12, 2023, the Articles of Association of Transocean Ltd. (the “Company”) were amended (as amended, the “Articles of Association”) to reflect changes in the Company’s total issued share capital resulting from the issuance of 11,870,376 shares, CHF 0.10 par value, of the Company (the “New Shares”) to one of the Company’s wholly-owned subsidiaries at par value for a total consideration of CHF 1,187,037.60 (the “Capital Increase”). The Company’s Articles of Association now reflect a share capital of CHF 84,371,527.60 divided into 843,715,276 fully paid registered shares.
The Capital Increase was made pursuant to agreements (the “Purchase Agreements”) entered into by the Company on September 9, 2023, with holders of the outstanding equity interests of Liquila Ventures Ltd. (“Liquila”), a company formed to acquire the newbuild ultra-deepwater drillship Deepwater Aquila. Pursuant to the Purchase Agreements, the Company agreed to issue the New Shares to the outstanding equity holders of Liquila in exchange for all of their respective equity interests in Liquila. Upon consummation of the transactions contemplated by the Purchase Agreements, the Company will own all of the issued and outstanding equity interest in Liquila indirectly through its subsidiaries.
The issuance and sale of the New Shares described in this Item 5.03 was made in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving a public offering.
The foregoing description of the Articles of Association does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Association, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01Regulation FD Disclosure.
On September 14, 2023, the Company announced a three-year award for Deepwater Aquila with a national oil company for work offshore Brazil. The contract is expected to commence in the third quarter of 2024 and represents approximately $486 million in firm backlog, excluding a mobilization fee of approximately 90 times the contract dayrate. A copy of the press release relating to this fixture is attached hereto and incorporated herein by reference as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
