20190311_RIG_Form 8-K-Brazil Contracts

 

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 11, 2019

 

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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 7.01Regulation FD Disclosure.

 

Transocean Ltd. (“Transocean”) announced today that Petrobras awarded two of the Company’s ultra-deepwater drillships, the Ocean Rig Corcovado and Ocean Rig Mykonos, with a 629 day contract and 550 day contract, respectively. The estimated firm contract backlog, excluding mobilization, is approximately $123 million and $118 million, respectively. The rigs are expected to commence work in Brazil in November 2019 and the contracts include priced options for 680 days and 815 days, respectively.

 

A copy of the press release announcing the contracts for the Ocean Rig Corcovado and the Ocean Rig Mykonos is attached hereto and is incorporated herein by reference as Exhibit 99.1.

 

Item 9.01    Financial Statements and Exhibits

 

(d)  Exhibits.

 

 

 

 

Exhibit No.

    

Description

 

 

 

99.1

 

 

Press Release Announcing Contract Award for Ocean Rig Corcovado and Ocean Rig Mykonos

 

 

 

 

Forward Looking Statements

 

The statements described in this press release 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 contain words such as "possible," "intend," "will," "if," "expect," or other similar expressions. Forward-looking statements 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, 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 future prices of oil and gas, the intention to scrap certain drilling rigs, the success of our business following the acquisitions of Songa Offshore SE and Ocean Rig UDW Inc., 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, 2018, 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 article 652a or article 1156 of the Swiss Code of Obligations. 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.

 

 


 

Index to Exhibits

 

 

s

 

Exhibit No.

    

Description

 

 

 

99.1

 

Press Release Announcing Contract Award for Ocean Rig Corcovado and Ocean Rig Mykonos

 


 

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 11, 2019

By:

/s/ Daniel Ro-Trock

 

 

Daniel Ro-Trock

 

 

Authorized Person