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Transocean’s play for Valaris forging $17 billion offshore drilling giant with 73 rigs

Switzerland-based offshore drilling contractor Transocean has made a multibillion-dollar merger move on the Bermuda-incorporated Valaris to breathe life into a combine company with a diversified offshore fleet of 73 rigs, including 33 ultra-deepwater drillships, nine semi-submersibles, and 31 modern jack-ups, to meet emerging growth opportunities. This merger brings further consolidation across the rig market.

Transocean Barents semi-submersible rig; Source: Transocean

The signing of a definitive agreement to merge the two firms will enable Transocean to acquire Valaris in an all-stock transaction valued at approximately $5.8 billion, creating a combined company with the world’s highest-quality, highest-specification offshore drilling fleet in which the Swiss player holds 53% of the shareholding percentages on a fully diluted basis and the Bermuda-based rig owner owns the remaining 47%.

The enterprise value of the pro forma company is around $17 billion. The offshore drilling titan that will be established will own 73 rigs able to serve customers in deepwater, harsh environment, and shallow water basins around the world. The new company will have a combined backlog of about $10 billion, enhancing Transocean’s cash flow visibility.

Aside from the Switzerland-headquartered player’s ongoing cost-reduction program, which is expected to reduce costs by more than $250 million in aggregate through 2026, identified incremental transaction-related synergies of more than $200 million will strengthen its financial flexibility.

Transocean’s Senior Management Team will be led by Keelan Adamson as CEO and Jeremy Thigpen serving as Executive Chairman of the board, which will be comprised of nine current directors and two current Valaris directors. The combined firm will remain incorporated in Switzerland, with its primary administrative office in Houston.

Adamson highlighted: “This transaction creates a very attractive investment in the offshore drilling industry, differentiated by the best fleet, proven people, leading technologies, and unequalled customer service. The powerful combination is well-timed to capitalize on an emerging, multi-year offshore drilling upcycle.

“Investors and our global customers will benefit from our expanded fleet of best-in-class, high-specification rigs. We have identified more than $200 million in cost synergies that will complement our ongoing efforts to safely lower costs. The strong pro forma cash flow enables us to accelerate debt reduction, resulting in an expected leverage ratio of about 1.5x within 24 months of the transaction closing.”

This business combination was unanimously approved by the boards of directors of both companies and is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions, and approvals by the shareholders of each firm.

Shareholder support agreements have been received from Perestroika, which owns approximately 9% of the shares outstanding of Transocean, and Famatown Finance and Oak Hill Advisors that collectively own approximately 18% of Valaris’ outstanding shares, committing to vote in favor of this transaction.

While Evercore is acting as lead financial advisor to Transocean, with Hogan Lovells, Homburger, and Appleby (Bermuda) acting as legal advisors, DrivePath Advisors is the firm’s financial communications consultant.

On the other hand, Goldman Sachs & Co. and Skadden, Arps, Slate, Meagher & Flom LLP, Lenz & Staehlin, and Conyers Dill & Pearman are financial and legal advisors, respectively, to Valaris, with Joele Frank, Wilkinson Brimmer Katcher serving as strategic communications advisor.

Anton Dibowitz, Valaris’ Chief Executive Officer, underscored: “By combining with Transocean, we will create a new industry leader for the benefit of our shareholders, customers and employees.

“We look forward to complementing Transocean’s high-specification deepwater assets with our own, while returning world class jack-up expertise to Transocean’s business, creating a combined company that is capable of operating any rig at any water depth in any offshore environment around the world.”

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Source: www.offshore-energy.biz

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