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): November 9, 2007

TRANSOCEAN INC.

(Exact name of registrant as specified in its charter)

Cayman Islands		333-75899		66-0582307
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

4 Greenway Plaza
Houston, Texas 77046
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 232-7500

(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 3.02. Unregistered Sales of Equity Securities.

Between October 27, 2007 and November 9, 2007, we issued 1,223 ordinary shares upon conversion of $150,000 aggregate principal amount of our Zero Coupon Convertible Debentures and 4,613,094 ordinary shares upon conversion of $332,774,000 aggregate principal amount of our 1.5% Convertible Debentures. All of these transactions were exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) as transactions not involving any public offering and by virtue of Section 3(a)(9).

Item 8.01. Other Events.

On November 9, 2007, Transocean Inc. and GlobalSantaFe Corporation issued a joint press release announcing that both companies received the necessary shareholder approvals to complete the proposed merger of GlobalSantaFe with a wholly owned subsidiary of Transocean and related transactions.

Transocean and GlobalSantaFe currently estimate that they will complete the proposed transactions by the end of 2007. The transactions remain subject to certain regulatory clearances, the approval of the Grand Court of the Cayman Islands and other closing conditions.

A complete copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

The following exhibit is furnished pursuant to Item 8.01:

Exhibit Number		Description

99.1

Transocean Inc. Press Release dated November 9, 2007

Forward-Looking Statements

Statements included in this Current Report on Form 8-K regarding the consummation of the proposed transactions and other statements that are not historical facts are forward looking statements. These statements involve risks and uncertainties including, but not limited to, actions by regulatory authorities or other third parties, consummation of financing, satisfaction of closing conditions, and other factors detailed in risk factors and elsewhere in our Annual Report on Form 10-K, our recent definitive proxy statement with respect to our shareholders meeting and our other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. We disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.

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 thereunto duly authorized.

		TRANSOCEAN INC.
Date: November 14, 2007		By:		/s/ Chipman Earle
				Chipman Earle
				Associate General Counsel and Corporate Secretary

Exhibit 99.1

		Transocean Inc. Post Office Box 2765 Houston TX 77252 2765

TRANSOCEAN AND GLOBALSANTAFE
SHAREHOLDERS VOTE TO APPROVE PENDING MERGER

     HOUSTON—Transocean Inc. (NYSE:RIG) and GlobalSantaFe Corporation (NYSE:GSF) announced that their respective meetings of shareholders were held today, with both companies receiving the necessary shareholder approvals to complete the proposed merger of GlobalSantaFe with a wholly owned subsidiary of Transocean and related transactions.

     At Transocean’s shareholders meeting, holders of ordinary shares of Transocean approved all proposals presented at the meeting, including the reclassification of Transocean’s ordinary shares, the issuance of Transocean ordinary shares to GlobalSantaFe shareholders in the proposed merger and the amendment and restatement of Transocean’s articles and memorandum of association.

     At GlobalSantaFe’s shareholders meeting, holders of ordinary shares of GlobalSantaFe approved the proposed merger.

     Transocean and GlobalSantaFe currently estimate that they will complete the proposed transactions by the end of 2007. The transactions remain subject to certain regulatory clearances, the approval of the Grand Court of the Cayman Islands and other closing conditions.

About Transocean

     Transocean Inc. is the world’s largest offshore drilling contractor with a fleet of 82 mobile offshore drilling units. The company’s mobile offshore drilling fleet, consisting of a large number of high-specification deepwater and harsh environment drilling units, is considered one of the most modern and versatile in the world due to its emphasis on technically demanding segments of the offshore drilling business. The company’s fleet consists of 34 High-Specification Floaters (semisubmersibles and drillships), 19 Other Floaters, 25 Jackups and other assets utilized in the support of offshore drilling activities worldwide. With a current equity market capitalization in excess of $36 billion, Transocean Inc.’s ordinary shares are traded on the New York Stock Exchange under the symbol “RIG.”

About GlobalSantaFe

     GlobalSantaFe is one of the largest offshore oil and gas drilling contractors and the leading provider of drilling management services worldwide. The company owns or operates a contract drilling fleet of 37 premium jackup rigs; six heavy-duty, harsh environment jackups; 11 semisubmersibles and three dynamically positioned, ultra-deepwater drillships, as well as two semisubmersibles owned by third parties and operated under a joint venture agreement. In addition, it is scheduled to take delivery of a new ultra-deepwater semisubmersible in 2009 and a new ultra-deepwater drillship in 2010. For more information about GlobalSantaFe, go to http://www.globalsantafe.com.

Forward-Looking Statements

     Statements included in this news release regarding the completion of the proposed transaction, benefits, opportunities, timing and effects of the transaction, and other statements that are not historical facts, are forward-looking statements. These statements involve risks and uncertainties including, but not limited to, actions by regulatory authorities or other third parties, consummation of financing, satisfaction of closing conditions, and other factors detailed in risk factors and elsewhere in the companies’ joint proxy statement dated Oct. 2, 2007 and both companies’ Annual Reports on Form 10-K and their respective other filings with the Securities and Exchange Commission. 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 outcomes may vary materially from those forecasted or expected. Both companies disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.

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