Transocean and Valaris to combine in $5.8BN all-share deal

Offshore drilling contractors Transocean Ltd (NYSE: RIG) and Valaris Limited (NYSE: VAL) have signed a definitive agreement to combine the two companies under a deal that will see Transocean acquire Valaris in an all stock transaction valued at approximately $5.8 billion. The shareholding percentages of the combined company, on a fully diluted basis, will be approximately 53% for Transocean and 47% for Valaris. The enterprise value of the pro forma company is approximately $17 billion.

The combination creates an industry leader with a diversified offshore fleet of 73 rigs, including 33 ultra-deepwater drillships, nine semisubmersibles and 31 modern jack-ups.

“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,” said Keelan Adamson, Transocean’s president and chief executive officer. “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.”

“By combining with Transocean, we will create a new industry leader for the benefit of our shareholders, customers and employees,” said Anton Dibowitz, CEO of Valaris “We look forward to complementing Transocean’s high-specification deepwater assets with our own, while returning world class jackup 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.”

Transocean’s senior management team will be led by CEO Keelan Adamson, and Jeremy Thigpen will serve as executive chairman of the board. The board will be comprised of nine current Transocean directors and two current Valaris directors. Transocean will remain incorporated in Switzerland, with its primary administrative office in Houston.A

Under the terms of the all-stock transaction, Valaris shareholders will receive a fixed exchange ratio of 15.235 shares of Transocean stock for each common share of Valaris. Based on the closing prices of Transocean and Valaris on February 6, 2026, the transaction implies a combined enterprise value of approximately $17 billion.

Upon completion and on a fully diluted basis, Transocean shareholders will own approximately 53% of the combined company, with Valaris shareholders owning the remaining 47%.

The transaction will be carried out by way of a court-approved scheme of arrangement under the Companies Act 1981, as amended, of Bermuda (the “Bermuda Companies Act”).

The transaction 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 company. The parties received shareholder support agreements from Perestroika AS which owns approximately 9% of the shares outstanding of Transocean, and Famatown Finance Limited and Oak Hill Advisors, which collectively own approximately 18% of Valaris’ outstanding shares, committing to vote in favor of this transaction.

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