Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement, or if shareholder approval is required to cure the share price non-compliance, the Company would have until the next annual meeting of shareholders and would be required to implement the action promptly thereafter. The Company is in compliance with all other NYSE continued listing standards.
The Company can regain compliance with the minimum share price requirement at
any time during the cure period if, on the last trading day of any calendar
month during the cure period or on the last day of the cure period, the Company
has a closing share price of at least
As required by the NYSE, the Company intends to timely respond to the NYSE with respect to its intent to cure the deficiency and regain compliance with the NYSE's price criteria. The Company intends to consider all available options to regain compliance with Section 802.01C of the NYSE Listed Company Manual, which may include transactions that are subject to approval of the Company's shareholders.
The Notice has no immediate impact on the listing of the Company's shares, which will continue to be listed and traded on the NYSE during the cure period under the symbol "RIG", subject to the Company's continued compliance with the other listing requirements of the NYSE. However, the symbol will have an added designation of ".BC" to indicate that the status of the shares is "below compliance" with the NYSE continued listing standards. The ".BC" indicator will be removed at such time as the Company regains compliance.
The current Notice does not affect the Company's ongoing business operations or
its
The statements described herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements could contain words such as "possible," "intend," "will," "may," "intends," "would," "if," "expect," or other similar expressions. Forward-looking statements, including those relating to continued compliance, regaining compliance, timing to do so, effects, impacts or results of the NYSE notice of non-compliance, are based on management's current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the future trading price of the Company's shares, reactions by securityholders, the ability of the Company to obtain shareholder approval for any action that may be necessary for the Company to regain full compliance with NYSE listing standards, any particular option that may be chosen by the Company to regain such compliance and the required steps of such option, estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates
and locations, planned shipyard projects and other out-of-service time, sales of
drilling units, timing of the Company's newbuild deliveries, operating hazards
and delays, risks associated with international operations, actions by customers
and other third parties, the fluctuation of current and future prices of oil and
gas, the global and regional supply and demand for oil and gas, the intention to
scrap certain drilling rigs, the success of our business following prior
acquisitions, the effects of the spread of and mitigation efforts by
governments, businesses and individuals related to contagious illnesses, such as
COVID-19, and other factors, including those and other risks discussed in the
Company's most recent Annual Report on Form 10-K for the year
ended
This Current Report on Form 8-K, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of the Swiss Financial Services Act ("FinSA") or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of Transocean 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.
Item 7.01. Regulation FD Disclosure.
On
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release issued byTransocean Ltd. , datedOctober 16, 2020 101 Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language 104 Cover Page Interactive Data File (formatted as inline XBRL).
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