Transocean Closes TODCO Secondary Stock Offering

Transocean Inc. (NYSE:RIG) announced the closing of its secondary stock offering of 14,950,000 shares of Class A common stock of TODCO (NYSE:THE), a publicly traded company. The offering price was $18.00 per share. The closing included 1,950,000 shares relating to the underwriters' over-allotment option, which was exercised in full. Transocean received approximately $258.3 million of proceeds from the offering, net of underwriting fees and estimated expenses. Transocean 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 & 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.

After the closing of the offering, Transocean owns approximately 22% of TODCO common stock, comprised entirely of Class A common stock. Transocean converted its remaining shares of Class B common stock into shares of Class A common stock in connection with the offering. As a result, Transocean will no longer consolidate TODCO in its financial statements but will account for its remaining investment under the equity method.

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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