TODCO Commences Marketing of Secondary Stock Offering

TODCO (NYSE-THE) has commenced marketing efforts for a proposed secondary stock offering of 13,250,000 shares of Class A common stock owned by Transocean Inc. This represents approximately 22% of TODCO's outstanding shares.

The representatives of the underwriters for the offering are Morgan Stanley and Citigroup, which are acting as joint book-running managers, and Goldman Sachs and UBS Investment Bank, each of which are acting as co-managers. Transocean expects to grant the underwriters an option to purchase up to an additional 1,987,500 shares to cover over-allotments, if any.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification of the securities laws of any such state.

A copy of the preliminary prospectus may be obtained from Morgan Stanley, Prospectus Department, 1585 Broadway, New York, NY 10036, and from Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220.

Statements regarding number of shares to be sold in the offering, as well as any other statements that are not historical facts in this release are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to general market conditions, market conditions in the financial markets, customary offering closing conditions and other factors detailed in the registration statement relating to these securities and TODCO's filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.

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