Transocean Prices TODCO Secondary Stock Offering

Transocean Inc. (NYSE:RIG) announced the pricing of its secondary stock offering of 15,600,000 shares of Class A common stock of TODCO (NYSE:THE), a publicly traded company in which Transocean owns a majority interest. The offering was priced today at $15.75 per share, and the transaction is expected to close on September 21, 2004, subject to customary closing conditions. Transocean expects to receive approximately $234.6 million of proceeds from the offering, net of underwriting fees and estimated expenses. The company intends to use the proceeds for the reduction of corporate debt and general corporate purposes.

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 has granted the underwriters an option to purchase up to an additional 2,340,000 shares to cover over-allotments, if any.

Transocean currently owns approximately 77% of TODCO common stock. Its ownership in TODCO is comprised entirely of Class B common stock, giving Transocean approximately 94% of the combined voting power of the outstanding common stock. After this offering Transocean will own approximately 51% of TODCO common stock with approximately 84% of the combined voting power of the outstanding common stock. The ownership and voting percentages would be reduced to approximately 47% and 82%, respectively, if the underwriters exercise their over-allotment option in full.

A copy of a written prospectus related to this offering 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.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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