As filed with the Securities and Exchange Commission on November 22, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TRANSOCEAN LTD.
(
Exact name of registrant as specified in its charter
)
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I.R.S. Employer Identification Number
)
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Zug, Switzerland
(
State or other jurisdiction of incorporation
or organization
)
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1381
(
Primary Standard Industrial Classification
Code Number
)
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98-0599916
(
I.R.S. Employer Identification Number
)
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Chemin de Blandonnet 10
CH-1214 Vernier, Switzerland
+41 (22) 930 9000
(
Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
)
Brady K. Long
Senior Vice President and General Counsel
Transocean Ltd.
c/o Transocean Offshore Deepwater Drilling Inc.
4 Greenway Plaza
Houston, Texas 77046
(713) 232-7500
(
Name, address, including zip code, and telephone number, including area code, of agent for service
)
Copies to:
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Gene J. Oshman
James H. Mayor
Andrew J. Ericksen
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002-4995
(713) 229-1234
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Raoul F. Dias
Senior Counsel and Corporate Secretary
Transocean Partners LLC
40 George Street
London, England
United Kingdom W1U 7DW
+ 44 (20) 3675-8410
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Srinivas M. Raju
Richards, Layton & Finger, PA
One Rodney Square
920 King Street
Wilmington, Delaware 19801
(302) 651-7701
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Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed document.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
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☑ Large accelerated filer
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☐ Accelerated filer
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☐ Non-accelerated filer
(Do not check if a smaller reporting company)
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☐ Smaller reporting company
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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be
registered(1)
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Proposed maximum
offering price
per share
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Proposed maximum
aggregate offering price(2)
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Amount of registration fee(3)
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Shares, par value CHF 0.10 per share
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1,138,103
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N/A
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N/A
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N/A
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(1)
Represents the maximum number of shares, par value of CHF 0.10 per share, of Transocean Ltd. to be issuable upon the completion of the merger described herein, based upon an exchange ratio of 1.20 Transocean Ltd. shares for each common unit of Transocean Partners LLC. The registrant has previously registered 22,696,505 Transocean shares pursuant to the registration statement on Form S-4 (Registration No. 333-213146) which was declared effective on October 4, 2016.
(2)
Upon filing the original registration statement (333-213146) on August 15, 2016, the fee payable was calculated pursuant to Rules 457(c) and 457(f)(1) under the Securities Act of 1933, as amended (“Securities Act“). Solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price was calculated by multiplying (x) $12.68, the average of the high and low prices per common unit of Transocean Partners LLC on the New York Stock Exchange on August 10, 2016, multiplied by (y) 19,862,173, the maximum number of common units of Transocean Partners LLC that may be converted in the merger as of August 10, 2016. The maximum number of common units that may be converted in the merger has not changed, and the average of the high and low prices per common unit of Transocean Partners LLC on the New York Stock Exchange on November 18, 2016 was $12.54. Accordingly, the maximum aggregate offering price calculated in connection with the filing of the original registration statement, has not changed.
(3)
Upon filing the original registration statement (333-213146) on August 15, 2016, the fee payable was calculated under Section 6(b) of the Securities Act, by multiplying the proposed maximum aggregate offering amount of $251,852,354 by 0.0001159. That fee was paid at that time. Because the maximum aggregate offering price did not change, no additional fee is due.
This registration statement will become effective automatically upon filing with the Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.