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Debt
 9 Months Ended
Sep. 30, 2025
Debt  
Debt

Note 6—Debt

Overview

Outstanding debt—The aggregate principal amounts and aggregate carrying amounts, including a bifurcated compound exchange feature and unamortized debt-related balances, such as discounts, premiums and issue costs, were as follows (in millions):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Principal amount

​

​

Carrying amount

 

​

​

September 30, 

​

December 31,

 

​

September 30, 

​

December 31, 

 

​

​

2025

    

2024

  

 

2025

    

2024

  

4.00% Senior Guaranteed Exchangeable Bonds due December 2025

​

$

37

​

$

234

​

​

$

37

​

$

227

​

6.875% Senior Secured Notes due February 2027

​

​

248

​

​

330

​

​

​

247

​

​

328

​

8.00% Senior Notes due February 2027

​

​

655

​

​

655

​

​

​

654

​

​

653

​

7.45% Notes due April 2027

​

​

52

​

​

52

​

​

​

52

​

​

52

​

8.00% Debentures due April 2027

​

​

22

​

​

22

​

​

​

22

​

​

22

​

4.50% Shipyard Loans due September 2027

​

​

239

​

​

329

​

​

​

229

​

​

310

​

8.375% Senior Secured Notes due February 2028

​

​

425

​

​

525

​

​

​

420

​

​

518

​

7.00% Notes due June 2028

​

​

261

​

​

261

​

​

​

263

​

​

263

​

8.00% Senior Secured Notes due September 2028

​

​

235

​

​

295

​

​

​

233

​

​

292

​

8.25% Senior Notes due May 2029

​

​

900

​

​

900

​

​

​

889

​

​

887

​

4.625% Senior Guaranteed Exchangeable Bonds due September 2029

​

​

259

​

​

259

​

​

​

246

​

​

286

​

8.75% Senior Secured Notes due February 2030

​

​

881

​

​

999

​

​

​

866

​

​

981

​

7.50% Notes due April 2031

​

​

396

​

​

396

​

​

​

395

​

​

395

​

8.50% Senior Notes due May 2031

​

​

900

​

​

900

​

​

​

887

​

​

886

​

6.80% Senior Notes due March 2038

​

​

610

​

​

610

​

​

​

605

​

​

605

​

7.35% Senior Notes due December 2041

​

​

177

​

​

177

​

​

​

176

​

​

176

​

Total debt

​

​

6,297

​

​

6,944

​

​

​

6,221

​

​

6,881

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Less debt due within one year

​

​

​

​

​

​

​

​

​

​

​

​

​

​

4.00% Senior Guaranteed Exchangeable Bonds due December 2025

​

​

37

​

​

234

​

​

​

37

​

​

227

​

6.875% Senior Secured Notes due February 2027

​

​

248

​

​

83

​

​

​

247

​

​

82

​

8.00% Senior Notes due February 2027

​

​

655

​

​

—

​

​

​

654

​

​

—

​

4.50% Shipyard Loans due September 2027

​

​

128

​

​

120

​

​

​

120

​

​

108

​

8.375% Senior Secured Notes due February 2028

​

​

135

​

​

100

​

​

​

132

​

​

97

​

8.00% Senior Secured Notes due September 2028

​

​

70

​

​

60

​

​

​

69

​

​

59

​

8.75% Senior Secured Notes due February 2030

​

​

117

​

​

117

​

​

​

113

​

​

113

​

Total debt due within one year

​

​

1,390

​

​

714

​

​

​

1,372

​

​

686

​

Total long-term debt

​

$

4,907

​

$

6,230

​

​

$

4,849

​

$

6,195

​

​

Scheduled maturities—At September 30, 2025, scheduled maturities of our debt were as follows (in millions):

​

​

​

​

​

​

​

    

Total

 

Twelve months ending September 30,

​

​

​

​

2026

​

$

1,390

​

2027

​

​

473

​

2028

​

​

664

​

2029

​

​

1,276

​

2030

​

​

411

​

Thereafter

​

​

2,083

​

Total principal amount of debt

​

​

6,297

​

Total unamortized debt-related balances, net

​

​

(161)

​

Bifurcated compound exchange feature, at estimated fair value

​

​

85

​

Total carrying amount of debt

​

$

6,221

​

​

Credit agreement

Secured Credit Facility—We have a secured revolving credit facility established under a bank credit agreement (as amended from time to time, the “Secured Credit Facility”), which has a borrowing capacity of $510 million through its maturity on June 22, 2028.  Throughout the term of the Secured Credit Facility, we pay a facility fee on the amount of the underlying commitment, which ranges from 0.375 percent to 1.00 percent based on the credit rating of the Secured Credit Facility.  We may borrow under the Secured Credit Facility at a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus a margin and a Term SOFR spread adjustment of 0.10 percent.  The Secured Credit Facility is subject to permitted extensions and certain early maturity triggers, including if on any date the aggregate amount of scheduled principal repayments of indebtedness, with certain exceptions, due within 91 days thereof is equal to or in excess of $325 million and available cash is less than $250 million.  The Secured Credit Facility permits us to increase the aggregate amount of commitments by up to $250 million.  The Secured Credit Facility is guaranteed by Transocean Ltd. and certain wholly owned subsidiaries.  At September 30, 2025, based on the credit rating of the Secured Credit Facility as of that date, the Secured Credit Facility Margin was 2.875 percent and the facility fee was 0.625 percent.  At September 30, 2025, we had no borrowings outstanding, $26 million of letters of credit issued, and we had $484 million of available borrowing capacity under the Secured Credit Facility.

Exchangeable bonds

Exchange terms—At September 30, 2025, the (a) current exchange rates, expressed as the number of Transocean Ltd. shares per $1,000 note, (b) implied exchange prices per Transocean Ltd. share and (c) aggregate shares, expressed in millions, issuable upon exchange of our exchangeable bonds were as follows:

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Implied

​

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​

​

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​

​

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Exchange

​

exchange

    

Shares

​

​

​

​

​

​

rate

​

price

    

issuable

​

4.00% Senior Guaranteed Exchangeable Bonds due December 2025

​

​

​

​

​

190.4762

​

$

5.25

​

​

7

​

4.625% Senior Guaranteed Exchangeable Bonds due September 2029

​

​

​

​

​

290.6618

​

$

3.44

​

​

75

​

​

The exchange rates presented above are subject to adjustment upon the occurrence of certain events.  The 4.00% senior guaranteed exchangeable bonds due December 2025 (the “4.00% Exchangeable Bonds”) may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares.  The 4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Exchangeable Bonds”) may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date or redemption date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares.

Effective interest rates and fair values—At September 30, 2025, the effective interest rates and estimated fair values of our exchangeable bonds were as follows (in millions, except effective interest rates):

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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Effective

​

Fair

​

​

​

​

​

​

​

​

    

interest rate

​

value

​

4.00% Senior Guaranteed Exchangeable Bonds due December 2025

​

​

​

​

​

​

​

​

6.9%

​

$

38

​

4.625% Senior Guaranteed Exchangeable Bonds due September 2029

​

​

​

​

​

​

​

​

18.3%

​

$

309

​

​

We estimated the fair values of the exchangeable debt instruments, including the exchange features, by employing a binomial lattice model using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads of our debt and the expected volatility of the market price for our shares.

Interest expense—We recognized interest expense for our exchangeable bonds as follows (in millions):

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​

​

​

​

​

​

​

​

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​

​

​

​

​

​

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Three months ended

​

Nine months ended

​

​

​

September 30, 

​

September 30, 

​

​

​

2025

​

2024

​

2025

​

2024

​

Contractual interest

​

$

3

​

$

6

​

$

14

​

$

16

​

Amortization

​

​

4

​

​

5

​

​

15

​

​

15

​

(Gain) loss on adjustment to bifurcated compound exchange feature

​

​

14

​

​

(74)

​

​

(51)

​

​

(153)

​

Total

​

$

21

​

$

(63)

​

$

(22)

​

$

(122)

​

​

The indenture governing the 4.625% Exchangeable Bonds contains a compound exchange feature that, in addition to the exchange terms presented above, requires us to pay holders a make-whole premium of future interest through March 30, 2028, for exchanges exercised during a redemption notice period.  Such compound exchange feature is not considered indexed to our stock and, therefore, must be bifurcated from the host debt instrument.  Accordingly, we recognize changes to the liability for the estimated fair value of the bifurcated compound exchange feature with a corresponding adjustment to interest expense.  At September 30, 2025 and December 31, 2024, the carrying amount of the bifurcated compound exchange feature, recorded as a component of the carrying amount of debt, was $85 million and $136 million, respectively.

Exchanges—In the nine months ended September 30, 2025, we entered into separate, individually negotiated agreements (as amended, the “Exchange Agreements”) with certain holders of the 4.00% Exchangeable Bonds, pursuant to which the holders agreed to exchange up to $196 million aggregate principal amount of such bonds for a specified period.  These exchange transactions were subject to specified limit prices, whereby the daily exchange transactions ceased in the event that, and for so long as, the trading price of Transocean Ltd. shares declined below such limit prices.  In the nine months ended September 30, 2025, the holders exchanged $196 million aggregate principal amount of 4.00% Exchangeable Bonds under the terms of the Exchange Agreements and received an aggregate 73.3 million Transocean Ltd. shares, which included an aggregate 35.9 million shares incremental to the number of shares issuable pursuant to the governing indenture based upon the principal amount exchanged.  Accordingly, in the three and nine months ended September 30, 2025, we recognized a loss of $75 million and $99 million, respectively, recorded in other, net, associated with these transactions.

Debt issuance

Senior notes—In April 2024, we issued $900 million aggregate principal amount of 8.25% senior notes due May 2029 and $900 million aggregate principal amount of 8.50% senior notes due May 2031, and we received $1.77 billion aggregate cash proceeds, net of issue costs.  In June 2024, as partial consideration to acquire the outstanding 67.0 percent ownership interest in Orion, we issued $130 million aggregate principal amount of 8.00% Senior Notes with an equivalent aggregate fair value as additional debt securities under the indenture governing such notes.  See Note 5—Long-Lived Assets and Note 10—Equity.

Subsequent event—On October 15, 2025, we issued $500 million aggregate principal amount of 7.875% senior guaranteed notes due October 2032 (the “7.875% Senior Guaranteed Notes”) and received $492 million aggregate cash proceeds, net of issue costs.  The 7.875% Senior Guaranteed Notes are fully and unconditionally guaranteed on a senior unsecured basis by Transocean Ltd. and certain of our wholly owned subsidiaries.  Prior to October 15, 2028, we may redeem up to 40 percent of the aggregate principal amount of the 7.875% Senior Guaranteed Notes at a price equal to 107.875 percent, or we may redeem all or a portion at a price equal to 100 percent of the aggregate principal amount plus a make-whole premium.  On or after October 15, 2028, we may redeem the notes at specified redemption prices.

Early debt retirement

Tendered and redeemed notes—In the nine months ended September 30, 2024, we retired certain notes, for which the aggregate principal amounts, cash payments and recognized gain or loss were as follows (in millions):

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​

​

​

​

​

​

​

​

​

​

​

​

​

Nine months ended September 30, 2024

​

​

  

Tendered

  

Redeemed

  

Total

​

7.25% Senior Notes due November 2025

​

$

249

​

$

105

​

$

354

​

7.50% Senior Notes due January 2026

​

​

—

​

​

569

​

​

569

​

11.50% Senior Guaranteed Notes due January 2027

​

​

596

​

​

91

​

​

687

​

8.00% Senior Notes due February 2027

​

​

—

​

​

87

​

​

87

​

Aggregate principal amount of debt retired

​

$

845

​

$

852

​

$

1,697

​

​

​

​

​

​

​

​

​

​

​

​

Aggregate cash payment

​

$

886

​

$

862

​

$

1,748

​

Aggregate net gain, three-month period

​

$

—

​

$

21

​

$

21

​

Aggregate net gain

​

$

144

​

$

17

​

$

161

​

​

Subsequent events—In October 2025, we made an aggregate cash payment of $903 million, including related costs, to fully redeem $655 million aggregate principal amount of 8.00% Senior Notes and $248 million aggregate principal amount of 6.875% senior secured notes due February 2027.

In October 2025, we made an aggregate cash payment of $100 million, including related costs, to complete the cash tender offers for $89 million aggregate principal amount of the validly tendered 7.35% senior notes due December 2041 and $16 million aggregate principal amount of the validly tendered 7.00% notes due June 2028.