This summary highlights information
contained elsewhere in this prospectus supplement and the
accompanying base prospectus, or incorporated by reference in this
prospectus supplement and the accompanying base prospectus. As a
result, this summary does not contain all of the information that
may be important to you or that you should consider before
investing in our shares. You should carefully read this entire
prospectus supplement and the accompanying base prospectus,
together with all documents incorporated by reference herein and
therein, which are described under “Where You Can Find More
Information” and “Incorporation by Reference” in this prospectus
supplement and under “Where You Can Find More Information” in the
accompanying base prospectus.
About Transocean Ltd.
We are a leading international provider of offshore contract
drilling services for oil and gas wells. As of June 30, 2022, we
owned or had partial ownership interests in and operated 37 mobile
offshore drilling units, consisting of 27 ultra-deepwater floaters
and 10 harsh environment floaters. As of June 30, 2022, we were
constructing two ultra-deepwater drillships.
We provide, as our primary business, contract drilling services in
a single operating segment, which involves contracting our mobile
offshore drilling rigs, related equipment and work crews to drill
oil and gas wells. We specialize in technically demanding
regions of the global offshore drilling business with a particular
focus on ultra-deepwater and harsh environment drilling services.
Our drilling fleet is one of the most versatile fleets in the
world, consisting of drillships and semisubmersible floaters used
in support of offshore drilling activities and offshore support
services on a worldwide basis.
We perform contract drilling services by deploying our
high-specification fleet in a single, global market that is
geographically dispersed in oil and gas exploration and development
areas throughout the world. Although rigs can be moved from
one region to another, the cost of moving rigs and the availability
of rig-moving vessels may cause the supply and demand balance to
fluctuate somewhat between regions. Still, significant
variations between regions do not tend to persist long term because
of rig mobility. The location of our rigs and the allocation
of resources to operate, build or upgrade our rigs are determined
by the activities and needs of our customers.
We are a Swiss corporation with our registered office in
Steinhausen, Canton of Zug and with our principal executive offices
located at Turmstrasse 30, 6312 Steinhausen, Switzerland. Our
telephone number at that address is +41 (41) 749 0500.
Changes in Share Capital and Withdrawal of Preemptive Rights
Changes in Share Capital. For
exclusive use in equity offerings, we increased our share capital
out of authorized share capital on October 27, 2021 and March 11,
2022, by CHF 4,250,000.00 and CHF 2,606,761.60,
respectively, by issuing 42,500,000 shares and 26,067,616 shares,
respectively, into treasury, of which 33,632,209 shares remain
available. We may, in connection with this offering, further
increase our share capital, in one or several steps, through the
issuance of a number of additional shares that results in an
aggregate offering price of up to $435,000,000. Our share issuances
out of the authorized share capital on October 27, 2021 and on
March 11, 2022 were made, and any additional share issuances out of
our currently available authorized share capital will be made, on a
non-preemptive rights basis. Under our current authorized share
capital, our board of directors has general authority to issue up
to 150,848,756 shares at any time on or before May 12, 2024,
including on a non-preemptive rights basis. If in connection
with this offering we issue additional shares out of our authorized
share capital, the amount of our authorized share capital (and the
number of shares issuable thereunder) following such issuances will
be reduced accordingly.
Withdrawal of Preemptive Rights.
Our shareholders’ preemptive rights with respect to the shares
offered have been withdrawn by our board of directors on the basis
of our articles of association (as in effect on May 12, 2022 and as
currently in effect). Our articles of association and Swiss law
granted and continue to grant our board of