TODCO Prices Secondary Offering for Transocean

TODCO (NYSE:THE) announced the pricing of a secondary stock offering of 13,000,000 shares of TODCO's Class A common stock for a selling stockholder, Transocean Inc. (NYSE: RIG). The shares were priced today at $18.00 per share, and the transaction is expected to close on December 22, 2004, subject to customary closing conditions. TODCO will not receive any proceeds from the offering.

The representatives of the underwriters for the offering are Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc., which are acting as joint book-running managers, and Goldman, Sachs & Co., which is acting as co-manager. Transocean has granted the underwriters an option to purchase up to an additional 1,950,000 shares to cover over-allotments, if any.

A copy of a written prospectus related to this offering may be obtained from Morgan Stanley & Co. Incorporated, 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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