Transocean Ltd. Announces Cash Tender Offers - Seite 3

In addition to the Tender Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Offers on the Early Settlement Date (as defined herein) or the Final Settlement Date (as defined herein), as applicable, will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to the Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (with respect to each series of Notes, the “Accrued Interest”).

The Company expressly reserves the right, but is under no obligation, to increase or decrease the Maximum Amount at any time, subject to applicable law. This could result in the Company purchasing a greater or lesser aggregate principal amount of Capped Notes in the Offers. There can be no assurance that the Company will exercise its right to increase or decrease the Maximum Amount. For the avoidance of doubt the Offer with respect to the 2020 Notes is not subject to the Maximum Amount or the Acceptance Priority Levels and any 2020 Notes validly tendered and accepted for purchase pursuant to the such Offer will be purchased on the applicable Settlement Date.

Validly tendered Notes may be withdrawn with respect to an Offer for any series of Notes at or prior to, and not thereafter (subject to applicable law), 5:00 p.m., New York City time, on October 26, 2020, unless extended by the Company in its sole discretion, (the “Withdrawal Deadline”).

The Company intends to accept (i) any and all 2020 Notes validly tendered at or prior to the Early Tender Time, subject to the terms of the Offer to Purchase, and (ii) Capped Notes validly tendered at or prior to the Early Tender Time, subject to the terms of the Offer to Purchase, including the Maximum Amount, the Acceptance Priority Level and proration. Payment in cash of an amount equal to the applicable Total Consideration, plus the applicable Accrued Interest, for such accepted Notes will be paid on the settlement date, which is expected to be within three business days of the Early Tender Time or as promptly as practicable thereafter (the settlement date of such purchase being referred to as the “Early Settlement Date”), subject to all conditions to the Offer having been either satisfied or waived by the Company.