Item 1.01Entry into a Material Definitive Agreement
On
Sales of the shares, if any, pursuant to the Agreement will be made by means of
ordinary brokers' transactions on the
The Agreement includes customary representations, warranties and covenants by Transocean and customary obligations of the parties and termination provisions. Transocean has agreed to indemnify the Manager against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Manager may be required to make with respect to any of those liabilities. Transocean will pay the Manager for sales of shares a commission of up to 2.0% of the gross sales price per share sold through the Manager.
The shares will be issued pursuant to a prospectus supplement to Transocean's
shelf registration statement (the "Registration Statement") on Form S-3ASR
(File No. 333-257093) which became effective upon filing with the
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the offering of the shares under the Agreement, Transocean is
filing the opinion of
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description 1.1 Equity Distribution Agreement, dated as ofAugust 5, 2022 , by and betweenTransocean Ltd. andMorgan Stanley & Co. LLC 5.1 Opinion ofHomburger AG 23.1 Consent ofHomburger AG (included in Exhibit 5.1) 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).
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