TRANSOCEAN LTD. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet…

Item 1.01Entry into a Material Definitive Agreement

Amendment to Revolving Credit Facility

On July 27, 2022, Transocean Inc. (the "Company"), Citibank, N.A., asadministrative agent, certain lenders and, for the limited purposes set forththerein, Transocean Ltd. and certain of the Company's subsidiaries entered intothe fifth amendment (the "Amendment") to the Company's credit agreement datedJune 22, 2018 (as amended, the "Revolving Credit Facility"). The Amendmentamended the Revolving Credit Facility to, among other things, (i) extend thematurity date to June 22, 2025 from June 22, 2023 with respect to the 2025Extended Commitments (as hereinafter defined), subject to (a) permittedextensions thereof in accordance with the terms of the Revolving Credit Facilityand (b) certain early maturity triggers, including if on any date the aggregateamount of scheduled principal repayments of indebtedness (excluding certainspecified indebtedness) due within 91 days thereof is equal to or in excess of$200 million and available cash (pro forma for the repayment of such debt) isless than $250 million, (ii) reduce the borrowing capacity from $1.33 billion to$773.5 million until June 22, 2023, and thereafter reduce the borrowing capacityto $600 million until June 22, 2025 (the "2025 Extended Commitments"), includinga reduction in the sublimit for the issuance of letters of credit from $500million to $350 million, (iii) replace the Company's ability to borrow under theRevolving Credit Facility at the reserve adjusted London Interbank Offered Rateplus a margin (the "Revolving Credit Facility Margin") with the ability toborrow under the Revolving Credit Facility at a forward looking term rate basedon the secured overnight financing rate ("Term SOFR") plus the Revolving CreditFacility Margin and a Term SOFR spread adjustment of 0.10%, (iv) decrease therequired available cash needed as a condition to borrowing from $500 million to$325 million, (v) require the Company to prepay outstanding borrowings under theRevolving Credit Facility if its available cash exceeds $325 million and (vi)permit the refinancing of certain indebtedness, subject to certain conditions,including limitations relating to liens, guarantees and maturity of any suchrefinanced indebtedness.

The foregoing description of the Amendment does not purport to be complete andis qualified in its entirety by reference to the complete document, which isfiled as Exhibit 10.1 to this Current Report. For a description of theRevolving Credit Facility, see also Item 7 of Transocean Ltd.'s Annual Reporton Form 10-K for the fiscal year ended December 31, 2021 .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant

The information described in Item 1.01 is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.

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TRANSOCEAN LTD. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet...

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