8-K

Transocean Ltd. (RIG)

8-K 2023-04-18 For: 2023-04-18
View Original
Added on April 06, 2026

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): April 18, 2023 ****

TRANSOCEAN LTD.

(Exact name of Registrant as specified in its charter)

Switzerland **** 001-38373 **** 98-0599916
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)

Turmstrasse 30
Steinhausen , Switzerland **** CH-6312
(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
0.50% Exchangeable Senior Bonds due 2023 RIG/23 New York Stock Exchange

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. ☐

Item 7.01Regulation FD

We issue a report entitled “Transocean Fleet Status Report,” which includes drilling rig status and contract information. A report dated April 18, 2023, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. You may subscribe to the Transocean “E-mail Alerts,” which based upon your selections will alert you to new Transocean press releases, financial and other updates. This free service will send you an automated email containing the Fleet Status Report press release and a link to our website: www.deepwater.com, where the reports are posted each quarter under “Investors/Fleet Status Report.” You may subscribe to this service in the footer of any of the website’s Investors pages by selecting “E-mail Alerts” then providing your email address. Please select the alerts to which you prefer to subscribe and click “Submit.”

Item 9.01Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No. Description
99.1 Fleet Status Report, dated April 18, 2023
101 Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language
104 Cover Page Interactive Data File (formatted as inline XBRL).

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.

TRANSOCEAN LTD.
Date: April 18, 2023 By: /s/ Daniel Ro-Trock
Daniel Ro-Trock
Authorized Person

Graphic Graphic

Updated: April 18, 2023
Revisions Noted in Bold
Dynamically positioned "DP"
Dayrate on Dayrate on
Yr. ^(1)^ Water Drilling Estimated Estimated Current Previous
Footnote Floater Entered Depth Depth Contract Expiration Contract ^(3)^ Contract ^(3)^
Rig Type/Name References Type DP Service (Feet) (Feet) Location Customer Start Date ^(2)^ Date ^(2)^ (Dollars) (Dollars) Additional Comments
Rigs Under Construction (1)
Deepwater Titan (5), (14) ship * TBA 12,000 40,000 USGOM Chevron Q2 2023 Q2 2028 455,000 N/A
Ultra-Deepwater (27)
Deepwater Atlas (7), (8), (25) ship * 2022 12,000 40,000 USGOM Beacon Oct-22 Jul-23 315,000 N/A Excludes additional services
(8), (26) Jul-23 Sep-23 N/A 20,000 psi BOP installation
(7), (8) Sep-23 Jun-24 455,000 315,000 Excludes additional services
Deepwater Poseidon (5) ship * 2018 12,000 40,000 USGOM Shell Sep-18 Feb-28 478,000 N/A
Deepwater Pontus (5) ship * 2017 12,000 40,000 USGOM Shell Oct-17 Oct-27 483,000 N/A
Deepwater Conqueror (22) ship * 2016 12,000 40,000 USGOM Not Disclosed Apr-23 Mar-25 440,000 335,000 Excludes additional services
Deepwater Proteus (5) ship * 2016 12,000 40,000 USGOM Shell Aug-16 May-26 481,000 N/A
Deepwater Thalassa (5) ship * 2016 12,000 40,000 USGOM Shell Jul-16 Feb-26 480,000 N/A
Ocean Rig Apollo ship * 2015 12,000 40,000 Stacked May-16
Deepwater Asgard ship * 2014 12,000 40,000 USGOM Murphy Oil Corporation Feb-23 Apr-23 395,000 395,000
(23) Not Disclosed Apr-23 Apr-24 440,000 395,000 Excludes additional services
Deepwater Invictus (5) ship * 2014 12,000 40,000 USGOM Woodside Oct-22 Apr-23 375,000 305,000
USGOM Not Disclosed Apr-23 Jul-23 425,000 375,000
Ocean Rig Athena ship * 2014 12,000 40,000 Stacked Mar-17
Deepwater Skyros (7) ship * 2013 12,000 40,000 Angola TotalEnergies Dec-22 Jun-24 310,000 195,000
Ocean Rig Mylos ship * 2013 12,000 40,000 Stacked Sep-16
Deepwater Corcovado (6), (7) ship * 2011 10,000 35,000 Brazil Petrobras Dec-19 Jul-23 203,000 N/A
(6), (7) Brazil Not Disclosed Aug-23 Jul-27 400,000 203,000
Deepwater Mykonos (6), (7) ship * 2011 10,000 35,000 Brazil Petrobras Nov-19 Sep-23 224,000 N/A
(6), (7) Brazil Petrobras Nov-23 Jan-25 366,000 224,000
Deepwater Orion (6), (7) ship * 2011 10,000 35,000 Brazil Not Disclosed Nov-23 Nov-26 417,000 N/A
Deepwater Champion ship * 2011 12,000 40,000 Stacked Feb-16
Discoverer Inspiration ship * 2010 12,000 40,000 USGOM Hess Dec-21 Apr-23 215,000 N/A
Discoverer India ship * 2010 12,000 40,000 Stacked Jul-20
Dhirubhai Deepwater KG2 (6), (7) ship * 2010 12,000 35,000 Brazil Not Disclosed Aug-23 Mar-26 439,000 N/A
Discoverer Luanda ship * 2010 7,500 40,000 Stacked Feb-18
Discoverer Americas ship * 2009 12,000 40,000 Stacked Apr-16
Discoverer Clear Leader ship * 2009 12,000 40,000 Stacked Jun-19
Petrobras 10000 (5), (6), (15) ship * 2009 12,000 37,500 Brazil Petrobras Mar-23 Oct-23 327,000 317,000
(5), (6), (15) Brazil Petrobras Oct-23 Oct-24 393,000 327,000
(5), (6), (15) Brazil Petrobras Oct-24 Oct-25 405,000 393,000
(5), (6), (15) Brazil Petrobras Oct-25 Oct-26 417,000 405,000
(5), (6), (15) Brazil Petrobras Oct-26 Oct-27 430,000 417,000
(5), (6), (15) Brazil Petrobras Oct-27 Oct-28 443,000 430,000
(5), (6), (15) Brazil Petrobras Oct-28 Jul-29 456,000 443,000
Dhirubhai Deepwater KG1 (13) ship * 2009 12,000 35,000 India Reliance Mar-23 Aug-23 173,000 194,000
India Reliance Aug-23 Oct-23 330,000 173,000
Development Driller III (7) semi * 2009 7,500 37,500 Suriname TotalEnergies Feb-23 Jun-23 345,000 331,000 Excludes additional services
(7) Suriname TotalEnergies Jun-23 Oct-23 360,000 345,000 Excludes additional services
GSF Development Driller I semi * 2005 7,500 37,500 Stacked Nov-20
Deepwater Nautilus semi 2000 8,000 30,000 Stacked Nov-22
Q2 2023 Q3 2023 Q4 2023 Q1 2024
Estimated Average Contract Dayrates (5) $363,000 $383,000 $427,000 $431,000
---

Harsh Environment (10)
Transocean Norge (6), (7), (11) semi * 2019 10,000 40,000 Norway Wintershall DEA/OMV Apr-23 Jun-23 338,000 N/A
(6), (7), (11) Norway Wintershall DEA/OMV Jun-23 Jan-24 338,000 338,000
(6), (7), (11) Norway Wintershall DEA/OMV Jan-24 Apr-24 408,000 338,000
(6), (7), (11) Norway Wintershall DEA/OMV Apr-24 Jun-24 408,000 408,000
(6), (7), (11) Norway Wintershall DEA/OMV Jun-24 Sep-24 358,000 408,000
(6), (7), (11), (20) Norway Wintershall DEA/OMV Jan-25 Jul-25 413,000 358,000
(6), (7), (11), (20) Norway Wintershall DEA/OMV Jul-25 Sep-25 418,000 413,000
(6), (7), (11), (20) Norway Wintershall DEA/OMV Mar-26 May-27 418,000 418,000
Transocean Enabler (5), (6), (7) semi * 2016 1,640 28,000 Norway Equinor Jul-22 Jul-23 418,000 433,000
(5), (6), (7) Norway Equinor Jul-23 Mar-24 409,000 418.000
(5), (6), (7) Norway Equinor Mar-24 Oct-25 377,000 409,000
Transocean Encourage (5), (6), (7) semi * 2016 1,640 28,000 Norway Equinor Mar-23 Nov-23 405,000 419,000
(5), (6), (7) Norway Equinor Nov-23 Feb-25 350,000 405,000
Transocean Endurance (5), (7) semi * 2015 1,640 28,000 Norway Equinor Dec-22 Apr-23 483,000 N/A
Australia Not Disclosed Jan-24 Aug-24 380,000 483,000
Transocean Equinox semi * 2015 1,640 28,000 Idle Oct-22
Transocean Spitsbergen (5), (6), (7) semi * 2010 10,000 30,000 Norway Equinor Dec-22 Jun-23 297,000 303,000 Excludes additional services
(5), (6), (7) Norway Equinor Jun-23 Sep-23 307,000 297,000 Excludes additional services
(5), (6), (7) Norway Equinor Sep-23 Jan-25 328,000 307,000 Excludes additional services
Transocean Barents (7) semi * 2009 10,000 30,000 UKNS Not Disclosed Mar-23 Jun-23 310,000 282,000
Paul B. Loyd, Jr. (5), (6), (7), (18) semi 1990 2,000 25,000 UKNS Harbour Energy Jan-23 Apr-23 175,000 160,000
(5), (6), (7), (18) Harbour Energy Apr-23 Aug-23 175,000 175,000
(5), (6), (7) Harbour Energy Aug-23 Nov-23 175,000 175,000
(5), (6), (7) Harbour Energy Nov-23 Aug-24 175,000 175,000
Transocean Leader semi 1987/1997 4,500 25,000 Stacked Jul-20
Henry Goodrich semi 1985/2007 5,000 30,000 Stacked Mar-20
Q2 2023 Q3 2023 Q4 2023 Q1 2024
Estimated Average Contract Dayrates (5) $335,000 $327,000 $328,000 $338,000
Dayrate on Dayrate on
Yr. ^(1)^ Water Drilling Estimated Estimated Current Previous
Footnote Floater Entered Depth Depth Contract Expiration Contract ^(3)^ Contract ^(3)^
Rig Type/Name References Type DP Service (Feet) (Feet) Location Customer Start Date ^(2)^ Date ^(2)^ (Dollars) (Dollars) Additional Comments
Managed Rigs (1)
Deepwater Aquila (12) ship * TBA 12,000 40,000 TBA
Fixed-Price Options - See Footnote 10
Ultra-Deepwater (1)
Deepwater Mykonos (6), (7), (19) ship * 2011 10,000 35,000 Brazil Petrobras Jan-25 Apr-25 364,000
Harsh Environment (3)
Transocean Enabler (5), (6), (7) semi * 2016 1,640 28,000 Norway Equinor Oct-25 Nov-25 420,000
Transocean Enabler (5), (6), (7) Norway Equinor Nov-25 Dec-25 420,000
Transocean Enabler (5), (6), (7) Norway Equinor Dec-25 Dec-25 420,000
Transocean Enabler (5), (6), (7) Norway Equinor Dec-25 Jan-26 420,000
Transocean Enabler (5), (6), (7) Norway Equinor Jan-26 Feb-26 420,000
Transocean Enabler (5), (6), (7) Norway Equinor Feb-26 Feb-26 420,000
Transocean Enabler (5), (6), (7) Norway Equinor Feb-26 Mar-26 420,000
Transocean Enabler (5), (6), (7) Norway Equinor Mar-26 Mar-26 420,000
Transocean Spitsbergen (5), (6), (7) semi * 2010 10,000 30,000 Norway Equinor Jan-25 Aug-25 375,000
Transocean Endurance semi * 2015 1,640 28,000 Australia Not Disclosed Aug-24 Feb-25 380,000
Australia Not Disclosed Feb-25 Mar-25 390,000
Australia Not Disclosed Mar-25 May-25 390,000
Australia Not Disclosed May-25 Jul-25 390,000
Australia Not Disclosed Jul-25 Nov-25 390,000

Graphic

Revisions Noted in Bold<br>​
Footnotes
^(1)^​ Dates shown are the original service date and the date of the most recent upgrade, if any.<br>​
^(2)^​ Estimated Contract Start and Estimated Expiration Dates are generally calculated as follows: (1) for events estimated to occur between the 1st and 15th of a month, the previous month or quarter is reported (i.e. a contract which is estimated to commence on March 4, 2021 will be reported as commencing in February 2021) and (2) for events estimated to occur between the 16th and the end of a month, the actual month or quarter is reported (i.e. a contract which is estimated to commence on March 24, 2021 will be reported as commencing in March 2021). Expiration dates represent the company's current estimate of the earliest date the contract for each rig is likely to expire. Some rigs have two or more contracts in continuation, so the last line shows the estimated earliest availability. Many contracts permit the customer to extend the contract.<br>​
^(3)^​ Represents the full operating dayrate, although the average dayrate over the term of the contract will be lower and could be substantially lower. Does not reflect incentive programs which are typically based on the rig's operating performance against a performance curve. Please refer to the “Customer Contract Duration, Timing and Dayrates and Risks Associated with Operations” section of the Disclaimers & Definitions for a description of dayrates. This column may not reflect the rate currently being received under the contract as a result of an applicable standby rate or other rate, which typically is less than the contract dayrate.<br><br>​
^(4)^​ Reserved​
^(5)^​ If the dayrate is disclosed, reflects the current contracted dayrate which could reflect prior cost escalations, or de-escalations, and could change in the future due to further cost escalations, or de-escalations.<br>​
^(6)^​ If the dayrate is disclosed, reflects the current contracted dayrate which, along with costs, includes a foreign currency component. Changes in the value of the U.S. dollar relative to certain foreign currencies will result in an adjustment to the dayrate according to the terms of the contract. The dayrate adjustment generally offsets the foreign currency exchange-related change in costs.<br>​
^(7)^​ If the dayrate is disclosed, the contract provides for a bonus incentive opportunity not reflected in the current contract dayrate.<br>​
^(8)^​ Customer pays an additional MPD standby rate and may call-off full MPD services to be provided at any time resulting in incremental $32,000 MPD operating rate to be paid to Transocean.<br>​
^(9)^​ Fixed price options may be exercised at the customer’s discretion. During periods when dayrates on new contracts are increasing relative to existing contracts, the likelihood of customers exercising fixed price options increases. During periods when dayrates on new contracts are decreasing relative to existing contracts, the likelihood of customers exercising fixed price options declines.<br>​
^(10)^​ Reserved<br>​
^(11)^​ We hold a 33.0% ownership interest in the unconsolidated company owning the rig. Our customer has entered into the drilling contract with the operating company, a wholly owned subsidiary. Our contract backlog includes and we will recognize 100% of the contract drilling revenues associated with the drilling contract.<br>​
^(12)^​ Transocean maintains the exclusive right to market and manage the operations of the rig.<br><br>​
^(13)^​ The contract includes a quarterly dayrate escalation mechanism that may increase or decrease the dayrate with a floor of $127,000.<br>​
^(14)^​ The contract is expected to start in the period indicated. Factors that could influence the contract start date include shipyard delivery, customer acceptance, and mobilization to operating location, among others.<br>​
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^(15)^​ The dayrate disclosed excludes a 5% royalty related to Transocean's dual activity patent.<br>​
^(16)^​ Reserved<br><br>​
^(17)^​ Reserved<br><br>​
^(18)^​ Customer will assign the contract during this period to NEO Energy.<br>​
^(19)^​ Contract includes multiple option periods of minimum 90 days up to 279 days.<br>​
^(20)^​ Customer will pay an idle period rate to Transocean during this time. For any activities exercised in this period, the operating dayrate shall be between $360,000 and $420,000.<br><br>​
^(21)^​ In addition to operating dayrate, up to an incremental $38,000 per day may be paid for additional products and services.<br><br>​
^(22)^​ In addition to operating dayrate, up to an incremental $39,000 per day may be paid for additional products and services.<br><br>​
^(23)^​ In addition to operating dayrate, up to an incremental $40,000 per day may be paid for additional products and services.<br><br>​
^(24)^​ Reserved<br><br>​
^(25)^​ The calculated dayrate of $315,000 includes a lump sum payment of $11.8M prorated over an estimated period of 255 days.<br><br>​
^(26)^​ During the BOP installation period estimated to last 80 days, the company will receive a lump sum payment of $16.7M.<br><br>​

Graphic

Disclaimers & Definitions
The information contained in this Fleet Status Report (the “Information”) is as of the date of the report only and is subject to change without notice to the recipient. Transocean Ltd. assumes no duty to update any portion of the Information.
DISCLAIMER. NEITHER TRANSOCEAN LTD. NOR ITS AFFILIATES MAKE ANY EXPRESS OR IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) REGARDING THE INFORMATION CONTAINED IN THIS REPORT, WHICH INFORMATION IS PROVIDED “AS IS.” Neither Transocean Ltd. nor its affiliates will be liable to any recipient or anyone else for any inaccuracy, error or omission, regardless of cause, in the information set forth in this report or for any damages (whether direct or indirect, consequential, punitive or exemplary) resulting therefrom.<br>​
No Unauthorized Publication or Use. All information provided by Transocean in this report is given for the exclusive use of the recipient and may not be published, redistributed or retransmitted without the prior written consent of Transocean.
Customer Contract Duration, Timing and Dayrates and Risks Associated with Operations. The duration and timing (including both starting and ending dates) of the customer contracts are estimates only, and customer contracts are subject to cancellation, suspension and delays for a variety of reasons, including some beyond the control of Transocean. Also, the dayrates set forth in the report are estimates based upon the full contractual operating dayrate. However, the actual average dayrate earned over the course of any given contract will be lower and could be substantially lower. The actual average dayrate will depend upon a number of factors (rig downtime, suspension of operations, etc.) including some beyond the control of Transocean. Our customer contracts and operations are generally subject to a number of risks and uncertainties, and we urge you to review the description and explanation of such risks and uncertainties in our filings with the Securities and Exchange Commission (SEC), which are available free of charge on the SEC’s website at www.sec.gov. The dayrates do not include revenue for mobilizations, demobilizations, upgrades, shipyards or recharges.
Out of Service. The time associated with committed shipyards, upgrades, surveys, repairs, regulatory inspections, contract preparation or other committed activity on the rig and is not expected to earn an operating dayrate, Contract preparation refers to periods during which the rig is undergoing modifications or upgrades as a result of contract requirements.<br>​
The references included in this Fleet Status Report may not be firm and could change significantly based on a variety of factors. Any significant changes to our estimates of out of service time will be reflected in subsequent Fleet Status Reports, as applicable.<br>​
In some instances such as certain mobilizations, upgrades and shipyards, we are paid compensation by our customers that is generally recognized over the life of the primary contract term of the drilling contract.
Forward-Looking Statement. The statements made in the Fleet Update that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements made in the Fleet Update include, but are not limited to, statements involving the estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations and planned shipyard projects and other out of service time. Such statements are subject to numerous risks, uncertainties and assumptions, including but not limited to, uncertainties relating to the level of activity in offshore oil and gas exploration and development, exploration success by producers, oil and gas prices, competition and market conditions in the contract drilling industry, shipyard delays, actions and approvals of third parties, possible cancellation or suspension of drilling contracts as a result of mechanical difficulties or performance, Transocean’s ability to enter into and the terms of future contracts, the availability of qualified personnel, labor relations and the outcome of negotiations with unions representing workers, operating hazards, factors affecting the duration of contracts including well-in-progress provisions, the actual amount of downtime, factors resulting in reduced applicable dayrates, hurricanes and other weather conditions, terrorism, political and other uncertainties inherent in non-U.S. operations (including the risk of war, civil disturbance, seizure or damage of equipment and exchange and currency fluctuations), the impact of governmental laws and regulations, the adequacy of sources of liquidity, the effect of litigation and contingencies and other factors described above and discussed in Transocean’s most recently filed Form 10-K, in Transocean’s Forms 10-Q for subsequent periods and in Transocean’s other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those indicated. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward looking statements, except as required by law.
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Fleet Classifications. Transocean uses classifications for its drillships and semisubmersibles as follows: “Ultra-Deepwater” are the latest generation of drillships and semisubmersible rigs and are capable of drilling in water depths equal to or greater than 7,500 feet; “Harsh Environment” are premium rigs equipped for year-round operations in harsh environments.
Stacking. An "Idle" rig is primarily between contracts, readily available for operations, and operating costs are typically at or near normal levels. A "Stacked" rig, on the other hand, is primarily manned by a reduced crew or unmanned and typically has reduced operating costs and is (i) preparing for an extended period of inactivity, (ii) expected to continue to be inactive for an extended period, or (iii) completing a period of extended inactivity. However, stacked rigs will continue to incur operating costs at or above normal operating costs for approximately 30 days following initiation of stacking.