{"url_path":"/sec/rig/8-k/2026-07-01/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1451505/0001104659-26-079622-index.html","accession_number":"0001104659-26-079622","cik":"0001451505","ticker":"RIG","issuer_name":"Transocean Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1451505/0001104659-26-079622-index.html","primary_entity_key":"0001451505","primary_entity_name":"Transocean Ltd."},"word_count":2839,"has_tables":true,"body_markdown":"** **\n\n**Item 8.01 Other Events.**\n\n** **\n\n*Certain Transaction Approvals*\n\n \n\nAs previously announced,\non February 9, 2026, Transocean and Valaris Limited, an exempted company limited by shares incorporated\nunder the laws of Bermuda (“**Valaris**”), entered into a Business Combination Agreement (the “**Agreement**”).\nThe Agreement provides that, among other things and upon the terms and subject to the conditions thereof, Transocean will acquire all\nof the issued and outstanding common shares of Valaris (the “**Valaris Shares**”) in exchange for 15.235 shares of Transocean\nper Valaris Share (the “**Business Combination**”).\n\n \n\nThe closing of the Business\nCombination is subject to, among other things, the satisfaction or waiver of certain conditions, including (i) Transocean and Valaris\nobtaining clearance of the transactions contemplated by the Agreement and the Business Combination by the Committee on Foreign Investment\nin the United States (“**CFIUS**”) and (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino\nAntitrust Improvements Act of 1976, as amended (“**HSR Act**”).\n\n \n\nOn April 21, 2026, Transocean\nand Valaris submitted a joint notice for review by CFIUS, and CFIUS accepted the notice for review by letter dated May 14, 2026. On June\n29, 2026, Transocean and Valaris received written notice from CFIUS that constitutes CFIUS Approval (as defined in the Agreement). Accordingly,\nthe condition to the Business Combination relating to the obtainment of CFIUS Approval has been satisfied.\n\n \n\nTransocean and Valaris each\nfiled an HSR Act notification with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice\n(the “**DOJ**”) on March 2, 2026. Transocean withdrew its filing under the HSR Act on April 1, 2026, and subsequently refiled\non April 3, 2026. On May 4, 2026, Transocean and Valaris each received a Request for Additional Information and Documentary Materials\n(the “**Second Request**”) from the DOJ in connection with the DOJ’s review of the transactions contemplated by the\nAgreement. In connection with the Second Request, Transocean and Valaris have committed to the DOJ not to certify substantial compliance\nwith the Second Request before July 31, 2026, and unless the waiting period is terminated earlier by the DOJ, not to close the transaction\nuntil 60 days after both Transocean and Valaris certify substantial compliance. The parties continue working cooperatively with the DOJ\nas it reviews the proposed transaction.\n\n \n\n \n\n \n\n \n\nTransocean and Valaris continue\nto expect to complete the Business Combination in the second half of 2026, subject to receipt of remaining regulatory approvals, the approval\nby the shareholders of each company, and other customary closing conditions.\n\n \n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n** **\n\nThis communication includes certain “forward-looking\nstatements” within the meaning of the federal securities laws, including, but not limited to, those statements related to the proposed\ntransaction, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction.\nThese forward-looking statements are generally identified by the words “aim,” “anticipate,” “assume,”\n“believe,” “contemplate,” “continue,” “project,” “might,” “could,”\n“expect,” “estimate,” “intend,” “strategy,” “plan,” “predict,”\n“potential,” “may,” “should,” “will,” “would,” “will be,” “will\ncontinue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these\nidentifying words.\n\n \n\nAny statements about Transocean’s, Valaris’\nor the combined company’s plans, objectives, expectations, strategies, beliefs or future performance or events constitute forward-looking\nstatements. These forward-looking statements, including statements regarding the proposed transaction, are based on Transocean’s\nand Valaris’ current expectations, estimates, projections and assumptions. Because forward-looking statements relate to the future,\nthey are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those expressed or implied\nby such forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance,\nsuch as statements about the consummation of the proposed transaction and the anticipated benefits thereof. There is no assurance that\nthese future events will occur as anticipated or that our results, estimates or assumptions will be correct, and we caution investors\nand all others not to place undue reliance on such forward-looking statements. Actual results could differ materially from those currently\nanticipated due to a number of risks and uncertainties, many of which are beyond Transocean’s and Valaris’ control. \n\n \n\nImportant factors, risks and uncertainties that\ncould cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the completion\nof the proposed transaction on the anticipated terms and timing, or at all, including obtaining regulatory and shareholder approvals,\nand the satisfaction of other conditions to the completion of the proposed transaction as well as the failure to realize anticipated benefits\nof the proposed transaction; (ii) potential litigation relating to the proposed transaction, including the effects of any outcomes related\nthereto; (iii) the risk that disruptions from the proposed transaction (including the ability of certain counterparties of Valaris to\nterminate or amend contracts upon a change of control) will harm Transocean’s or Valaris’ business, including current plans\nand operations, including during the pendency of the proposed transaction; (iv) the ability of Transocean or Valaris to retain and hire\nkey personnel, to retain customers or maintain relationships with their respective suppliers, customers and partners; (v) the diversion\nof management’s time and attention from ordinary course business operations to completion of the proposed transaction; (vi) potential\nadverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (vii)\nlegislative, regulatory and economic developments; (viii) potential business uncertainty, including changes to existing business relationships,\nduring the pendency of the proposed transaction that could affect Transocean’s or Valaris’ financial performance as well as\nunforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial\ncondition, losses, future prospects, business and management strategies, expansion and growth of Transocean’s or Valaris’\nbusinesses; (ix) the inability of Transocean and Valaris to achieve expected synergies from the transaction or that it may take longer\nor be more costly than expected to achieve those synergies; (x) an inability to de-leverage on the expected timeline, or at all; (xi)\nthe imposition of any terms and conditions on any required governmental and regulatory approvals that could reduce the anticipated benefits\nto Transocean and Valaris of the acquisition; (xii) the inability to successfully integrate Valaris’ operations with those of Transocean\nwithout unexpected cost or delay; (xiii) certain restrictions during the pendency of the proposed transaction that may impact Transocean’s\nor Valaris’ ability to pursue certain business opportunities or strategic transactions; (xiv) unpredictability and severity of catastrophic\nevents, including, but not limited to, acts of terrorism, outbreaks of war or hostilities or public health issues, as well as management’s\nresponse to any of the aforementioned factors; (xv) the impact of inflation, tariffs, rising interest rates, and global conflicts, including\ndisruptions in European economies as a result of the Ukrainian/Russian conflict and the ongoing conflicts in the Middle East, the relationship\nbetween China and Taiwan and ongoing trade disputes between the United States and China; (xvi) the possibility that the proposed transaction\nmay be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xvii) the occurrence of any\nevent, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring\nTransocean or Valaris to pay a termination fee; (xviii) the risk that Transocean’s or Valaris’ share price may decline significantly\nif the proposed transaction is not consummated; (xix) there may be liabilities that are not known, probable or estimable at this time\nor unexpected costs, charges or expenses; (xx) commodity price fluctuations and volatility, customer demand, loss of a significant customer\nor customer contracts, downtime and other risks associated with offshore rig operations and changes in worldwide rig supply; (xxi) adverse\nweather or major natural disasters, including hurricanes; (xxii) the global and regional supply and demand for oil and gas; (xxiii) fluctuation\nof current and future prices of oil and gas; (xxiv) intention to scrap certain drilling rigs; (xxv) demand, competition and technology,\nsupply chain and logistics challenges, consumer preferences for alternative fuels and forecasts or expectations regarding the global energy\ntransition, changes in customer strategy and future levels of offshore drilling activity; (xxvi) estimated duration of customer contracts\nand contract dayrate amounts, future contract commencement dates and locations, planned shipyard projects and other out-of-service time,\nsales of drilling units, the cost and timing of mobilizations and reactivations, operating hazards and delays, weather-related risks,\nrisks associated with international operations, actions by customers and other third parties; (xxvii) increasing regulatory complexity,\ngeneral economic, market, business and industry conditions, trends and outlook, general political conditions, including political tensions,\nconflicts and war, cybersecurity attacks and threats, uncertainty around the use and impacts of artificial intelligence applications,\nthe effects of contagious illnesses including the spread of and mitigation efforts by governments, businesses and individuals and other\nfactors, including those risks and uncertainties found in Transocean’s and Valaris’ respective filings with the SEC, including\nthe risk factors discussed in Transocean’s and Valaris’ most recent Annual Reports on Form 10-K, as updated by their Quarterly\nReports on Form 10-Q and future filings with the SEC from time to time, which are available via the SEC’s website at www.sec.gov;\nand (xxviii) those risks that will be described in future filings with the SEC and available from the sources indicated below.\n\n \n\n \n\n \n\n \n\nThere can be no assurance that the proposed transaction\nwill be completed, or if it is completed, that it will close within the anticipated time period. While the list of factors presented here\nis, and the list of factors presented in the joint proxy statement will be, considered representative, no such list should be considered\nto be a complete statement of all potential risks and uncertainties and should be read in conjunction with the other forward-looking statements.\nUnlisted factors may present significant additional obstacles to the realization of forward-looking statements. The forward-looking statements\nrelate only to events as of the date on which the statements are made and we undertake no obligation to update, and expressly disclaim\nany obligation to update, any forward-looking statements, or any other information in this communication, whether resulting from developments,\ncircumstances or events that arise after the date the statements are made, new information, or otherwise. If one or more of these or other\nrisks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what\nwe may have expressed or implied by these forward-looking statements. All forward-looking statements in this communication are qualified\nin their entirety by this cautionary statement. You should specifically consider the factors identified in this communication that could\ncause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict\nthose events or how they may affect us.\n\n \n\n*Important Additional Information and Where\nto Find It*\n\n \n\nThe transaction relates to the proposed business\ncombination of Transocean and Valaris pursuant to the terms of the Business Combination Agreement, dated as of February 9, 2026, and is\nbeing made by way of a scheme of arrangement pursuant to section 99 of the Companies Act 1981, as amended, under the laws of Bermuda.\nIn connection therewith, Transocean and Valaris filed a joint preliminary proxy statement on Schedule 14A with the SEC on May 19, 2026.\nThe joint preliminary proxy statement is not final, and a joint definitive proxy statement (when available) will be mailed or otherwise\ndisseminated to shareholders of each of Transocean and Valaris seeking their approval of the parties’ respective transaction-related\nproposals. None of the securities to be issued pursuant to the scheme of arrangement are anticipated to be registered under the U.S. Securities\nAct or any state securities laws, and any securities issued in the transaction are anticipated to be issued in reliance upon an exemption\nfrom such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities\nlaws.\n\n \n\nINVESTORS AND SHAREHOLDERS OF TRANSOCEAN AND VALARIS\nARE URGED TO READ THE JOINT PROXY STATEMENT, THE BUSINESS COMBINATION AGREEMENT, THE SCHEME DOCUMENT AND ANY OTHER RELEVANT DOCUMENTS\nTHAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY\nAND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION,\nTHE PARTIES TO THE PROPOSED TRANSACTION AND RELATED MATTERS.\n\n \n\n \n\n \n\n \n\nThis communication does not constitute an offer\nto buy, or the solicitation of an offer to sell, any securities, nor shall there be any sale of securities in any jurisdiction in which\nsuch offer or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This\ncommunication is not a substitute for the joint proxy statement or any other document that Transocean or Valaris may file with the SEC\nand send to their respective shareholders in connection with the proposed transaction. Investors and shareholders will be able to obtain\nfree copies of the joint proxy statement (when available) and other documents filed with the SEC by Transocean or Valaris through the\nwebsite maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Transocean will be available\nfree of charge on Transocean’s website at www.deepwater.com under the tab “Investors” and under the\nheading “SEC Filings.” Copies of the documents filed with the SEC by Valaris will be available free of charge on Valaris’\nwebsite at www.valaris.com under the tab “Investors” and under the heading “Financials” and subheading\n“SEC Filings.”\n\n \n\nThis communication is not intended to constitute,\nand does not constitute, an offer or solicitation in or into Switzerland to purchase or invest in any securities, and no application has\nbeen made or will be made to admit any securities referred to herein to trading on any trading venue (i.e., exchange or multilateral trading\nfacility) in Switzerland. Neither this communication nor any other offering or marketing material relating to the transaction described\nherein or any securities referred to herein constitutes a prospectus within the meaning of the Swiss Financial Services Act of June 15,\n2018, as amended (the “**FinSA**”), or advertising within the meaning of the FinSA.\n\n \n\nNeither this communication nor any other offering\nor marketing material relating to the transaction described herein or any securities referred to herein has been filed with or approved\nby any Swiss regulatory authority. In particular, no material relating to the transaction described herein or any securities referred\nto herein has been reviewed or approved by a Swiss reviewing body (Prüfstelle) pursuant to article 51 of the FinSA.\n\n \n\nThis communication is not subject to, and has\nnot received approval from, either the Bermuda Monetary Authority or the Registrar of Companies of Bermuda and no statement to the contrary,\nexplicit or implicit, is authorized to be made in this regard. Securities may be offered or sold in Bermuda only in compliance with the\nprovisions of the Investment Business Act 2003 of Bermuda.\n\n \n\n*Participants in the Solicitation*\n\n** **\n\nTransocean, Valaris and their respective directors\nand executive officers and certain other members of management and employees may be considered to be participants in the solicitation\nof proxies from the shareholders of Transocean and Valaris in connection with the proposed transaction. Information about the interests\nof the directors and executive officers of Transocean and Valaris and other persons who may be deemed to be participants in the solicitation\nof shareholders of Valaris in connection with the proposed transaction and a description of their direct and indirect interests, by security\nholdings or otherwise, will be included in the joint proxy statement, which will be filed with the SEC. Information about Transocean’s\ndirectors and executive officers is set forth in Transocean’s Annual Report on Form 10-K for the year ended December 31, 2025,\nwhich was filed with the SEC on February 23, 2026 and its proxy statement for its 2026 annual meeting, which was filed with the SEC on\nMarch 20, 2026. Information about Valaris’ directors and executive officers is set forth in Valaris’ Annual Report on Form\n10-K for the year ended December 31, 2025, which was filed with the SEC on February 20, 2026, and its proxy statement for its 2026 annual\nmeeting, which was filed with the SEC on April 16, 2026. To the extent holdings of Transocean’s or Valaris’ securities by\nits directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected\nin Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Additional\ninformation about the directors and executive officers of Transocean and Valaris and other information regarding the potential participants\nin the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, which may, in\nsome cases, be different than those of Transocean shareholders or Valaris’ shareholders generally, will be contained in the joint\nproxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction. You may obtain these documents\n(when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov and from\nTransocean’s or Valaris’ website as described above."}