Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On October 15, 2026, Transocean International Limited (the “Company”), a wholly owned subsidiary of Transocean Ltd., entered into an amended and restated credit agreement with Citibank, N.A., as administrative agent and collateral agent, and certain lenders party thereto (the “A&R Credit Agreement”), the effectiveness of which is subject to the…
Filed Oct 15, 2026Accepted Oct 15, 2026, 5:25 PM EDTCIK 1451505Accession 0001451505-26-000075
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services and operates the highest specification floating offshore drilling fleet in the world. Transocean owns or has partial ownership interests in and operates a fleet of 27 mobile offshore drilling units, consisting of 20 ultra-deepwater drillships and seven harsh environment semisubmersibles.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01
Entry into a Material Definitive Agreement.
On October 15, 2026, Transocean International Limited (the “Company”), a wholly owned subsidiary of Transocean Ltd., entered into an amended and restated credit agreement with Citibank, N.A., as administrative agent and collateral agent, and certain lenders party thereto (the “A&R Credit Agreement”), the effectiveness of which is subject to the closing of Transocean Ltd.’s previously announced acquisition of all of the issued and outstanding common shares of Valaris Limited and the satisfaction or waiver of customary conditions for a secured credit facility. Upon its effectiveness, the A&R Credit Agreement will amend and restate the Company’s existing credit agreement dated June 22, 2018 (as previously amended, the “Existing Credit Agreement” and, the existing revolving credit facility under the Existing Credit Agreement as amended and restated by the A&R Credit Agreement, the “Revolving Credit Facility”) to, among other things, (i) extend the scheduled maturity date thereof from June 2028 to October 2031, (ii) increase the total amount of revolving commitments thereunder to $750 million from $510 million, and (iii) modify certain covenants and other terms thereunder. The Revolving Credit Facility will continue to be guaranteed by Transocean Ltd. and certain subsidiaries and secured by certain drilling rigs and related collateral. The Existing Credit Agreement remains in full force and effect until the A&R Credit Agreement becomes effective. If the conditions to effectiveness of the A&R Credit Agreement are not satisfied or waived by May 9, 2027, the lenders’ commitments thereunder will automatically terminate.
The foregoing description of the Revolving Credit Facility does not purport to be complete and is qualified in its entirety by the A&R Credit Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
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 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
The information described in Item 1.01 is incorporated herein by reference.
Separately, Transocean retired the 8.00% Senior Secured Notes due 2028 (the “Aquila Notes”) in full on October 1, 2026. The outstanding principal amount of $165 million, plus a call premium and accrued but unpaid interest, was settled using cash on hand and funds from the associated debt service reserve account. Interest expense savings to maturity is approximately $22 million. The early retirement of the Aquila Notes reflects the company’s commitment to prioritize deleveraging, reduce interest expense and simplify the balance sheet.
A copy of the press release announcing the amended and restated credit agreement and redemption of notes referred to above is attached hereto and incorporated herein by reference as Exhibit 99.1.
Filed exhibits (1)
EX-99.1 (by filename) rig-ex99d1.htm
EXHIBIT 99.1
Transocean Ltd. Announces Amended and Restated Credit Agreement and Redemption of Deepwater Aquila Notes
STEINHAUSEN, Switzerland, October 15, 2026 (GLOBE NEWSWIRE) -- Transocean Ltd. (NYSE: RIG) (“Transocean”) today announced that its wholly owned subsidiary, Transocean International Limited (the “Company”), entered into an amended and restated credit agreement with Citibank, N.A., as administrative agent and collateral agent, and certain lenders. The effectiveness of the agreement is subject to customary conditions and the closing of Transocean Ltd.’s previously announced acquisition of Valaris Limited.
Upon its effectiveness, the agreement will amend and restate the Company’s existing credit agreement and related revolving credit facility to:
(i) Extend the scheduled maturity date thereof from June 2028 to October 2031;
───────────────────────────────────────────────────────────────────────────────────────
(ii) Increase the total amount of revolving commitments to $750 million from $510 million; and
(iii) Modify certain covenants and other terms thereunder.
The revolving credit facility was oversubscribed during syndication, reflecting s…