Transocean Ltd. Receives NYSE Continued Listing Standard Notice
October 16 2020 - 5:17PM
Transocean Ltd. (NYSE: RIG) announced today that it received formal
notice from the New York Stock Exchange (the “NYSE”) of
non-compliance with NYSE continued listing standards. Transocean
received the notice because the average closing price of its shares
fell below the minimum of $1.00 per share during a consecutive 30
trading-day period. The Company is in compliance with all other
NYSE continued listing standards.
Transocean intends to cure the deficiency and
regain compliance with NYSE’s listing standard. In general, the
NYSE rules provide a period of six months from the date of the
formal NYSE notice to regain compliance with the minimum share
price criteria. Compliance with the NYSE listing standard can be
attained at any time during the six-month cure period if a
company’s shares have a closing price of at least $1.00 per share
on the last trading day of any calendar month during the cure
period and an average closing price of at least $1.00 per share
during the 30 trading-day period ending on the last trading day of
that month.
Transocean is evaluating all available options
to regain compliance with the NYSE’s continued listing standards,
which may include transactions that are subject to approval of
Transocean’s shareholders. In such a case, Transocean would have
until its next annual meeting of shareholders to obtain shareholder
approval for such action, notwithstanding the six-month cure period
referenced above. Transocean would be required to implement the
action promptly after receiving shareholder approval, and the
minimum share price requirement will be deemed cured if the price
promptly exceeds $1.00 per share, and the price remains above that
level for at least the 30 trading days following the implementation
of such action.
During the period of non-compliance, subject to Transocean’s
continued compliance with other NYSE listing requirements, the
Company’s shares will continue to be traded on the NYSE under the
symbol “RIG” with an added designation of “.BC” (which indicates
the shares are below compliance). If Transocean is unable to cure
the deficiency within the time periods referenced above, the NYSE
may initiate procedures to suspend and delist its shares.
The current NYSE notification does not impact Transocean’s
ongoing business operations or its U.S. Securities and Exchange
Commission reporting requirements, and it does not result in a
default under any of its material debt agreements.
About Transocean
Transocean is a leading international provider
of offshore contract drilling services for oil and gas wells.
Transocean specializes in technically demanding sectors of the
global offshore drilling business with a particular focus on
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 38 mobile offshore drilling
units, including 27 ultra-deepwater floaters and 11 harsh
environment floaters. In addition, Transocean is constructing two
ultra-deepwater drillships.
Forward-Looking Statements
The statements described herein that are not
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These statements could contain words such as “possible,” “intend,”
“will,” “may,” “intends,” “would,” “if,” “expect,” or other similar
expressions. Forward-looking statements, including those relating
to continued compliance, regaining compliance, timing to do so,
effects, impacts or results of the NYSE notice of non-compliance,
are based on management’s current expectations and assumptions, and
are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. As a result, actual
results could differ materially from those indicated in these
forward-looking statements. Factors that could cause actual results
to differ materially include, but are not limited to, the future
trading price of the company’s shares, reactions by
securityholders, the ability of the company to obtain shareholder
approval for any action that may be necessary for the company to
regain full compliance with NYSE listing standards, any particular
option that may be chosen by the company to regain such compliance
and the required steps of such option, estimated duration of
customer contracts, contract dayrate amounts, future contract
commencement dates and locations, planned shipyard projects and
other out-of-service time, sales of drilling units, timing of the
company’s newbuild deliveries, operating hazards and delays, risks
associated with international operations, actions by customers and
other third parties, the fluctuation of current and future prices
of oil and gas, the global and regional supply and demand for oil
and gas, the intention to scrap certain drilling rigs, the success
of our business following prior acquisitions, the effects of the
spread of and mitigation efforts by governments, businesses and
individuals related to contagious illnesses, such as COVID-19, and
other factors, including those and other risks discussed in the
company's most recent Annual Report on Form 10-K for the year
ended December 31, 2019, and in the company'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 the other
consequences of such a development worsen), or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or expressed or implied by such
forward-looking statements. All subsequent written and oral
forward-looking statements attributable to the company or to
persons acting on our behalf are expressly qualified in their
entirety by reference to these risks and uncertainties. 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 to reflect events
or circumstances that occur, or which we become aware of, after the
date hereof, except as otherwise may be required by law. All
non-GAAP financial measure reconciliations to the most comparative
GAAP measure are displayed in quantitative schedules on the
company’s website at: www.deepwater.com.
This press release, or referenced documents, do
not constitute an offer to sell, or a solicitation of an offer to
buy, any securities, and do not constitute an offering prospectus
within the meaning of the Swiss Financial Services Act (“FinSA”) or
advertising within the meaning of the FinSA. Investors must rely on
their own evaluation of Transocean and its securities, including
the merits and risks involved. Nothing contained herein is, or
shall be relied on as, a promise or representation as to the future
performance of Transocean.
Analyst
Contact:Lexington May+1 832-587-6515
Media Contact:Pam Easton+1
713-232-7647
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