TRANSOCEAN INC.

Offers to Purchase for Cash for Certain Outstanding Debt Securities
Any and All of the Outstanding Notes Listed Below (collectively, the “Notes”)

      Title of Security

CUSIP Number1

Principal Amount Outstanding

U.S. Treasury Reference Security


11.500% Senior Guaranteed Notes due 2027 (“11.500% Notes”)


144A: 893830BQ1
Reg S: G90073AG5


$687,343,000


1.750% UST due 07/31/2024


7.250% Senior Notes due 2025 (“7.250% Notes”)


144A: 893830BK4
Reg S: G90073AD2


$354,244,000


N/A

_______________________________________________________________________________________________
(1) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this Offer to Purchase or printed on the Notes, and are provided solely for convenience of the reader.

THE OFFERS (AS DEFINED HEREIN) FOR THE NOTES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 17, 2024 UNLESS EXTENDED (SUCH DATE AND TIME, AS MAY BE EXTENDED, THE “EXPIRATION DATE”), OR UNLESS EARLIER TERMINATED. TO BE ELIGIBLE TO RECEIVE THE APPLICABLE TOTAL CONSIDERATION (AS DEFINED HEREIN) PAYABLE FOR THE NOTES, YOU MUST (I) VALIDLY TENDER YOUR NOTES ON OR PRIOR TO THE EXPIRATION DATE OR (II) DELIVER A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY ATTACHED AS SCHEDULE B HERETO (AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, THE “NOTICE OF GUARANTEED DELIVERY”) PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES DESCRIBED HEREIN (THE “GUARANTEED DELIVERY PROCEDURES”) ON OR PRIOR TO THE EXPIRATION DATE. TENDERED NOTES MAY BE WITHDRAWN ON OR PRIOR TO, BUT NOT AFTER, 5:00 P.M., NEW YORK CITY TIME, ON APRIL 17, 2024 (SUCH DATE AND TIME, AS MAY BE EXTENDED WITH RESPECT TO A SERIES, THE “WITHDRAWAL DEADLINE”). THE OFFERS ARE SUBJECT TO THE SATISFACTION OR WAIVER OF THE CONDITIONS, INCLUDING THE FINANCING CONDITION (AS DEFINED BELOW) DESCRIBED UNDER THE HEADING “TERMS OF THE OFFERS—CONDITIONS TO THE OFFERS

 

To view copies of the Tender Offer document(s) please click on the link(s) below:

Offer to Purchase

Press Release

Questions, requests for assistance and requests for additional copies of this Offer to Purchase may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below.

The Information and Tender Agent for the Offers is:

D.F. KING & CO., INC.

D.F. King & Co., Inc.
48 Wall Street — 22nd Floor
New York, New York 10005
United States of America

Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 659-5550
Email: transocean@dfking.com

By Facsimile Transmission (for Eligible Institutions only):
(212) 709-3328

The Sole Dealer Manager for the Offers is:

Citigroup Global Markets Inc.

388 Greenwich Street, 4th Floor Trading
New York, New York 10013
ny.liabilitymanagement@citi.com
Attention Management Group
Toll Free: (800) 558-3745
Telephone: (212) 723-6106