Transocean and Valaris have signed a definitive agreement to combine, with Transocean acquiring Valaris in an all-stock transaction valued at approximately $5.8 billion. On a fully diluted basis, the combined company is expected to be owned approximately 53% by Transocean shareholders and 47% by Valaris shareholders, with a pro forma enterprise value of about $17 billion.
The companies said the combination will create what they describe as the world’s highest-quality, highest-specification offshore drilling fleet, positioning the enlarged platform to capitalize on what management views as an emerging multi-year offshore drilling upcycle. The combined fleet would total 73 rigs, including 33 ultra deepwater drillships, nine semisubmersibles, and 31 modern jackups, expanding customer access across key offshore basins.
Transocean and Valaris also highlighted expected financial benefits from the tie up. The companies identified more than $200 million in cost synergies, which they said are additive to Transocean’s ongoing cost-reduction program, which is expected to reduce costs by more than $250 million in aggregate through 2026. Management said the transaction is expected to increase cash flow, accelerate deleveraging, and strengthen financial flexibility, with an expected leverage ratio of about 1.5x within 24 months of closing. The pro forma market capitalization is estimated at $12.3 billion, and the companies also pointed to improved trading liquidity and a broader capital markets profile, including potential for additional equity index inclusion.
Under the agreement, Valaris shareholders will receive a fixed exchange ratio of 15.235 shares of Transocean stock for each Valaris common share. Based on the companies’ closing prices on February 6, 2026, the exchange implies a combined enterprise value of approximately $17 billion. The transaction is structured as a court-approved scheme of arrangement under Bermuda’s Companies Act 1981, as amended.
The deal was unanimously approved by both boards and is expected to close in the second half of 2026, subject to regulatory approvals, customary closing conditions, and shareholder approvals from each company. The parties also received shareholder support agreements from Perestroika AS, which owns about 9% of Transocean’s shares outstanding, and from Famatown Finance Limited and Oak Hill Advisors, which collectively own about 18% of Valaris’ shares outstanding, with those holders committing to vote in favor of the transaction.
Leadership and governance for the combined company are expected to remain anchored in Transocean’s current structure. Transocean’s senior management team will be led by CEO Keelan Adamson, with Jeremy Thigpen serving as Executive Chairman of the Board. The board will include nine current Transocean directors and two current Valaris directors. Transocean will remain incorporated in Switzerland, and its primary administrative office will remain in Houston.
KEY QUOTES
“This transaction creates a very attractive investment in the offshore drilling industry, differentiated by the best fleet, proven people, leading technologies, and unequalled customer service. The powerful combination is well-timed to capitalize on an emerging, multi-year offshore drilling upcycle. Investors and our global customers will benefit from our expanded fleet of best-in-class, high-specification rigs. We have identified more than $200 million in cost synergies that will complement our ongoing efforts to safely lower costs. The strong pro forma cash flow enables us to accelerate debt reduction, resulting in an expected leverage ratio of about 1.5x within 24 months of the transaction closing.”
Keelan Adamson, President And Chief Executive Officer, Transocean Ltd.
“By combining with Transocean, we will create a new industry leader for the benefit of our shareholders, customers and employees. We look forward to complementing Transocean’s high-specification deepwater assets with our own, while returning world class jackup expertise to Transocean’s business, creating a combined company that is capable of operating any rig at any water depth in any offshore environment around the world.”
Anton Dibowitz, Chief Executive Officer, Valaris Limited
