TRANSOCEAN LTD.
|
(Name of Issuer)
|
Shares, USD 0.10 par value
|
(Title of Class of Securities)
|
H8817H100
|
(CUSIP Number)
|
September 30, 2024
|
(Date of Event which Requires Filing of this Statement)
|
☐
|
Rule 13d-1(b)
|
|
☑
|
Rule 13d-1(c)
|
|
☐
|
Rule 13d-1(d)
|
CUSIP No.
|
H8817H100
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hayfin Management Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
41,544,493
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
41,544,493
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
41,544,493
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
NOT APPLICABLE
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.8%1
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
FI
|
|
|
|||
|
|
CUSIP No.
|
H8817H100
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hayfin SOF II GP Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
29,670,756
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
29,670,756
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,670,756
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
NOT APPLICABLE
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.4%2
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
FI
|
|
|
|||
|
|
CUSIP No.
|
H8817H100
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hayfin Special Opportunities Fund II LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
25,968,236
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
25,968,236
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
25,968,236
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
NOT APPLICABLE
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.0%3
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
FI
|
|
|
|||
|
|
CUSIP No.
|
H8817H100
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hayfin Topaz GP Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
766,020
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
766,020
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
766,020
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
NOT APPLICABLE
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 1%4
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
FI
|
|
|
|||
|
|
CUSIP No.
|
H8817H100
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hayfin Topaz LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
766,020
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
766,020
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
766,020
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
NOT APPLICABLE
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 1%5
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
FI
|
|
|
|||
|
|
CUSIP No.
|
H8817H100
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hayfin Opal III GP Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
England and Wales
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
11,107,717
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
11,107,717
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
11,107,717
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
NOT APPLICABLE
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.3%6
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
FI
|
|
|
|||
|
|
CUSIP No.
|
H8817H100
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hayfin Opal III LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
England and Wales
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
11,107,717
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
11,107,717
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
11,107,717
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
NOT APPLICABLE
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.3%7
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
FI
|
|
|
|||
|
|
CUSIP No.
|
H8817H100
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Hayfin SOF II USD Co-Invest LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☒
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
3,702,520
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,702,520
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,702,520
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
NOT APPLICABLE
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
Less than 1%8
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
FI
|
|
|
|||
|
|
Item 1.
|
|
(a)
|
Name of Issuer:
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
Item 2.
|
|
(a)
|
Name of Persons Filing:
|
Hayfin SOF II GP Limited
Hayfin Special Opportunities Fund II LP
Hayfin Topaz GP Limited
Hayfin Topaz LP
Hayfin Opal III GP Limited
Hayfin Opal III LP
Hayfin SOF II USD Co-Invest LP
(b)
|
Address of Principal Business Office or, if none, Residence for each of the reporting persons:
|
(c)
|
Citizenship
|
Hayfin SOF II GP Limited is a Cayman Islands exempted company.
Hayfin Special Opportunities Fund II LP is a Cayman Islands exempted limited partnership.
Hayfin Topaz GP Limited is a Cayman Islands exempted company.
Hayfin Topaz LP is a Cayman Islands exempted limited partnership.
Hayfin Opal III GP Limited is a limited company incorporated in England and Wales.
Hayfin Opal III LP is a limited partnership incorporated in England and Wales.
Hayfin SOF II USD Co-Invest LP is a Cayman Islands exempted limited partnership.
(d)
|
Title of Class of Securities: Shares, USD 0.10 par value
|
(e)
|
CUSIP Number: H8817H100
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
/x/
|
Not applicable.
|
|
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
|
(e)
|
/ /
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
|
(f)
|
/ /
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
|
(g)
|
/ /
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
|
(h)
|
/ /
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
|
|
|
(j)
|
/ /
|
A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
(k)
|
/ /
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
Item 4.
|
Ownership
|
Hayfin SOF II GP Limited: 0.
Hayfin Special Opportunities Fund II LP: 25,968,236.
Hayfin Topaz GP Limited: 0.
Hayfin Topaz LP: 766,020.
Hayfin Opal III GP Limited: 0.
Hayfin Opal III LP: 11,107,717.
Hayfin SOF II USD Co-Invest LP: 3,702,520.
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
HAYFIN MANAGEMENT LIMITED | ||||
|
By:
|
/s/ Ellen Christian |
||
Name: |
Ellen Christian
|
|||
Title: |
Authorised Signatory
|
HAYFIN SOF II GP LIMITED
|
||||
|
By:
|
/s/ Anneka Bavalia |
||
Name: | Anneka Bavalia | |||
Title: | Director |
HAYFIN SPECIAL OPPORTUNITIES FUND II LP, acting by its general partner, HAYFIN SOF II GP LP, acting by its general partner, HAYFIN SOF II GP LIMITED
|
||||
|
By:
|
/s/ Anneka Bavalia | ||
Name: | Anneka Bavalia | |||
Title: | Director |
HAYFIN TOPAZ GP LIMITED | ||||
|
By:
|
/s/ Anneka Bavalia | ||
Name: | Anneka Bavalia | |||
Title: | Director |
HAYFIN TOPAZ LP, acting by its general partner,
HAYFIN TOPAZ GP LIMITED
|
||||
|
By:
|
/s/ Anneka Bavalia | ||
Name: | Anneka Bavalia | |||
Title: | Director |
HAYFIN OPAL III GP LIMITED | ||||
|
By:
|
/s/ Jessica Gray | ||
Name: | Jessica Gray | |||
Title: | Director |
HAYFIN OPAL III LP, acting by its general
partner, HAYFIN OPAL III GP LIMITED
|
||||
|
By:
|
/s/ Jessica Gray | ||
Name: | Jessica Gray | |||
Title: | Director |
HAYFIN SOF II USD CO-INVEST LP, acting by
its general partner, HAYFIN SOF II GP LIMITED
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By:
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/s/ Anneka Bavalia | ||
Name: | Anneka Bavalia | |||
Title: | Director |
Exhibit No.
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Description
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