Transocean Ltd. 8-K

What Happened

• Transocean Ltd. announced on Feb. 9, 2026 that it entered into a Business Combination Agreement to acquire all outstanding common shares of Valaris Limited by way of a court‑approved scheme of arrangement under Bermuda law. The exchange ratio is 15.235 Transocean shares per Valaris share. At the Effective Time (when the Sanction Order is filed), Valaris will become a subsidiary of Transocean. The parties’ boards unanimously approved the agreement.

Key Details

• Exchange ratio: 15.235 Transocean Shares for each Valaris Share.
• Pro forma ownership: Transocean’s current shareholders ~53% and Valaris’ current shareholders ~47% of the combined company.
• Conditions: customary closing conditions including shareholder approvals, Bermuda court sanction, NYSE listing approval for Transocean shares issued in the deal, required regulatory approvals, and absence of Material Adverse Effects.
• Timing and fees: Agreement can be terminated if not effective by Feb. 9, 2027 (subject to extension). Termination fees include $195M payable by Transocean in specified circumstances and $173M payable by Valaris in specified circumstances; additional reimbursement caps ($65M and $58M) apply in other cases.
• Governance and awards: Post-closing board will include two current Valaris directors (subject to shareholder approval). Valaris warrants will be assumed and adjusted; Valaris RSUs and PSUs generally vest/convert into Transocean equity at the Effective Time or are assumed and converted for awards granted after the agreement date.
• Support: Shareholders holding ~18% of Valaris and ~9% of Transocean have signed support agreements to vote in favor of the transaction.
• Filing details: Transocean furnished a conference call transcript as Exhibit 99.1 and filed the Business Combination Agreement as Exhibit 2.1.

Why It Matters

• This is a transformational merger in the offshore drilling industry that combines two large rig owners into a single public company and will change ownership and board composition. Key near‑term items for investors are shareholder votes, Bermuda court approval, NYSE listing approval for the new shares, and regulatory clearance. The exchange ratio, termination fees and the specified timelines are material transaction terms that could affect shareholder value and deal certainty.