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RIG > SEC Filings for RIG > Form 8-K on 14-Nov-2007All Recent SEC Filings

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Form 8-K for TRANSOCEAN INC


14-Nov-2007

Unregistered Sale of Equity Securities


Item 3.02. Unregistered Sales of Equity Securities.
Between October 27, 2007 and November 9, 2007, we issued 1,223 ordinary shares upon conversion of $150,000 aggregate principal amount of our Zero Coupon Convertible Debentures and 4,613,094 ordinary shares upon conversion of $332,774,000 aggregate principal amount of our 1.5% Convertible Debentures. All of these transactions were exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) as transactions not involving any public offering and by virtue of Section 3(a)(9). Item 8.01. Other Events.
On November 9, 2007, Transocean Inc. and GlobalSantaFe Corporation issued a joint press release announcing that both companies received the necessary shareholder approvals to complete the proposed merger of GlobalSantaFe with a wholly owned subsidiary of Transocean and related transactions. Transocean and GlobalSantaFe currently estimate that they will complete the proposed transactions by the end of 2007. The transactions remain subject to certain regulatory clearances, the approval of the Grand Court of the Cayman Islands and other closing conditions.
A complete copy of the press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. The following exhibit is furnished pursuant to Item 8.01:
Exhibit Number Description

99.1 Transocean Inc. Press Release dated November 9, 2007

Forward-Looking Statements Statements included in this Current Report on Form 8-K regarding the consummation of the proposed transactions and other statements that are not historical facts are forward looking statements. These statements involve risks and uncertainties including, but not limited to, actions by regulatory authorities or other third parties, consummation of financing, satisfaction of closing conditions, and other factors detailed in risk factors and elsewhere in our Annual Report on Form 10-K, our recent definitive proxy statement with respect to our shareholders meeting and our other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. We disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.

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