Item 1.01Entry into a Material Definitive Agreement

On January 17, 2020, in connection with the closing of the previously-announced offering by Transocean Inc. (the "Offering"), a wholly-owned subsidiary of Transocean Ltd., of U.S. $750 million in aggregate principal amount of 8.00% Senior Notes due 2027 (the "Notes"), Transocean Inc. entered into an indenture (the "Indenture") with Transocean Ltd., Transocean Holdings 1 Limited, Transocean Holdings 2 Limited and Transocean Holdings 3 Limited (collectively, the "Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors on a senior unsecured basis (the "Guarantees"). The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws, and were offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States in compliance with Regulation S under the Securities Act.

The terms of the Notes are governed by the Indenture, which contains covenants that, among other things, limit Transocean Inc.'s ability to allow its subsidiaries to incur certain additional indebtedness, incur certain liens on its drilling rigs or drillships without equally and ratably securing the Notes, engage in certain sale and lease-back transactions covering any of its drilling rigs or drillships and consolidate, merge or enter into a scheme of arrangement qualifying as an amalgamation. The Indenture also contains customary events of default. Indebtedness under the Notes may be accelerated in certain circumstances upon an event of default as set forth in the Indenture.

The description above does not purport to be complete and is qualified in its entirety by the Indenture which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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 8.01Other Events

On January 17, 2020, Transocean provided a notice (the "Notice of Redemption") to Wells Fargo Bank, National Association, as trustee (the "9.00% Notes Trustee"), of the redemption in full of its outstanding 9.00% Senior Notes due 2023 (the "9.00% Notes"), pursuant to the indenture, dated as of July 21, 2016 (as amended or supplemented from time to time, the "9.00% Notes Indenture"), among Transocean Inc., the guarantors party thereto, and the 9.00% Notes Trustee. The redemption date is February 16, 2020 (the "Redemption Date"). The description of the Notice of Redemption is not complete and is qualified in its entirety by reference to Exhibit 99.1.

This report does not constitute a notice of redemption under the 9.00% Notes Indenture nor an offer to tender for, or purchase, any 9.00% Notes or any other security.

Item 9.01Financial Statements and Exhibits



(d)  Exhibits.




Exhibit No.    Description

4.1              Indenture, dated as of January 17, 2020, by and among Transocean
               Inc., the Guarantors and Wells Fargo Bank, National Association
99.1             Notice of Redemption, dated January 17, 2020, for the 9.00% Senior
               Notes due 2023
104            Cover Page Interactive Data File (formatted as inline XBRL).

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