UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8‑K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 21, 2013
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
Switzerland | 000-53533 | 98-0599916 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10 Chemin de Blandonnet 1214 Vernier, Geneva Switzerland | CH-1214 | |
(Address of principal executive offices) | (zip code) | |
Registrant’s telephone number, including area code: +41 (22) 930-9000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On May 21, 2013, Transocean Ltd. (the "Company") issued a press release announcing the schedule for the payment of the first of four quarterly dividend installments totaling $2.24 per share, which was approved by the shareholders at the Company's 2013 Annual General Meeting held on May 17, 2013. The Company will pay the first installment of $0.56 in accordance with the following schedule:
• | May 29, 2013 - Ex-dividend date |
• | May 31, 2013 - Record date |
• | June 19, 2013 - Installment payment date to U.S. and Swiss shareholders |
For shareholders who choose to receive the first dividend installment in Swiss francs, the dividend payment will be converted into Swiss francs as transacted by Computershare on or about June 17, 2013. The period to elect to receive payment of the first dividend installment in Swiss francs starts on June 3, 2013, 5 p.m. Eastern Daylight Time (EDT), 11 p.m. Central European Summer Time (CEST), and ends on June 7, 2013, 5 p.m., EDT, 11 p.m. CEST.
The Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Statements regarding the proposed dividend and timing of dividend payment dates, as well as any other statements that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release dated May 21, 2013 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRANSOCEAN LTD.
Date: May 21, 2013 By /s/ Jill S. Greene Jill S. Greene
Authorized Person
Index to Exhibits
Exhibit
Number Description
99.1 | Press Release dated May 21, 2013 |
Analyst Contacts: Thad Vayda News Release
+1 713-232-7551
Diane Vento
+1 713-232-8015
Media Contact: Guy A. Cantwell FOR RELEASE: May 21, 2013
+1 713-232-7647
TRANSOCEAN LTD. ANNOUNCES SCHEDULE FOR FIRST DIVIDEND INSTALLMENT AND CURRENCY ELECTION PERIOD
ZUG, SWITZERLAND-Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today announced the schedule for the first installment of its U.S. dollar-denominated dividend of $2.24 per share, or approximately $807 million in the aggregate, from additional paid-in capital. The first installment of $0.56 per share, or approximately $202 million, is based upon the number of currently outstanding shares and represents the first of four quarterly installments totaling $2.24 per share, which was approved by shareholders at the company's 2013 Annual General Meeting held on May 17, 2013.
First Installment Schedule
• | May 29, 2013 - Ex-Dividend Date |
• | May 31, 2013 - Record Date |
• | June 19, 2013 - Installment Payment Date |
Currency Election Period
For shareholders who choose to receive the first dividend installment in Swiss francs, the dividend payment will be converted into Swiss francs as transacted by Computershare on or about June 17, 2013. The period to elect to receive payment of the first dividend installment in Swiss francs starts on June 3, 2013,
5 p.m. EDT, 11 p.m. CEST, and ends on June 7, 2013, 5 p.m., EDT, 11 p.m. CEST.
NOTE: NO ACTION IS REQUIRED IF YOU WISH TO RECEIVE YOUR DIVIDEND IN U.S. DOLLARS.
Holders of shares registered in our share register who would like to receive the first dividend installment in Swiss francs must make their election in writing to the following address during the election period:
• | Computershare |
Attn: Steven Myers
480 Washington Boulevard, 29th Floor
Jersey City, NJ 07310 USA
• | Email: steven.myers@computershare.com |
• | Phone: +1 201-680-5333 |
If you hold your shares in the name of a bank, broker or nominee, please contact your bank, broker or nominee to make the election arrangements.
Forward-Looking Statements
The statements described in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements which could be made include, but are not limited to, the dividend and timing of dividend payments. These include but are not limited to operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the future prices of oil and gas and other factors, including those discussed in the company's most recent Form 10-K for the year ended December 31, 2012 and in the company's other filings with the SEC, which are available free of charge on the SEC's website at www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements. All non-GAAP financial measure reconciliations to the most comparative GAAP measure are displayed in quantitative schedules on the company's website at www.deepwater.com.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and it does not constitute an offering prospectus within the meaning of article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Investors must rely on their own evaluation of Transocean Ltd. and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Transocean Ltd.
About Transocean
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on deepwater and harsh environment drilling
services, and believes that it operates one of the most versatile offshore drilling fleets in the world.
Transocean owns or has partial ownership interests in, and operates a fleet of, 84 mobile offshore drilling units consisting of 48 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment drilling rigs), 25 Midwater Floaters and 11 High-Specification Jackups. In addition, we have six Ultra-Deepwater Drillships and one High-Specification Jackup under construction.
For more information about Transocean, please visit the website www.deepwater.com.