Current Report Filing (8-k)
March 16 2022 - 4:49PM
Edgar (US Regulatory)
0001451505false--12-310001451505us-gaap:CommonStockMember2022-03-162022-03-160001451505rig:SeniorUnsecuredExchangeableBonds0.5PercentMember2022-03-162022-03-1600014515052022-03-162022-03-16
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): March 16, 2022 (March 11, 2022)
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 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 March 11, 2022, 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 26,067,616 Company shares (the “Treasury Shares”) to one of the Company’s wholly-owned subsidiaries at par value for a total consideration of CHF 2,606,761.60. The issuance of the Treasury Shares is exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving a public offering. Our Articles of Association now reflect a share capital of CHF 75,424,378.10 divided into 754,243,781 fully paid registered shares.
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 9.01Financial Statements and Exhibits
(d) Exhibits.
| | |
Exhibit No. | | Description |
| | |
3.1 | | Articles of Association of Transocean Ltd. |
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: March 16, 2022 | By: | /s/ Daniel Ro-Trock |
| | Daniel Ro-Trock |
| | Authorized Person |
Transocean (NYSE:RIG)
Historical Stock Chart
From Aug 2024 to Sep 2024
Transocean (NYSE:RIG)
Historical Stock Chart
From Sep 2023 to Sep 2024