SC 13D/A 1 rigsch13damd10051313.htm rigsch13damd10051313.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.10)*

Transocean Ltd.
(Name of Issuer)

Shares, par value CHF 15.00 per share
(Title of Class of Securities)

H8817H100
(CUSIP Number)

Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 13, 2013
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  / /.

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 


SCHEDULE 13D

Item 1.  Security and Issuer

This statement constitutes Amendment No. 10 to the Schedule 13D relating to the Shares, par value CHF 15.00 per share (the “Shares”), issued by Transocean Ltd. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 25, 2013, as amended by Amendment No. 1, filed with the SEC on January 29, 2013, Amendment No. 2, filed with the SEC on March 4, 2013, by Amendment No. 3, filed with the SEC on March 7, 2013, by Amendment No. 4, filed with the SEC on April 4, 2013, by Amendment No. 5, filed with the SEC on April 17, 201, by Amendment No. 6, filed with the SEC on April 19, 2013,  by Amendment No. 7, filed with the SEC on April 26, 2013, by Amendment No. 8, filed with the SEC on April 30, 2013 and by Amendment No. 9, filed with the SEC on May 2, 2013,  to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following:

On May 13, 2013, the Reporting Persons issued an open letter to shareholders of the Issuer (the “May 13 Letter”).  A copy of the May 13 Letter is attached hereto as Exhibit 1 and incorporated herein by reference.

Item 7.  Material to be Filed as Exhibits

Exhibit 1                      May 13 Letter




 
 
 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 13, 2013


ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By:  Barberry Corp.


By:           /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory


ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.


By:           /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer



 
 
 







/s/ Carl C. Icahn_____________
CARL C. ICAHN





[Signature Page of Schedule 13D Amendment No. 10 – Transocean Ltd.]



 
 
 


Exhibit 1
 
 

FOR IMMEDIATE RELEASE
 

 
CARL C. ICAHN ISSUES OPEN LETTER
TO TRANSOCEAN SHAREHOLDERS
 

 
New York, New York, May 13, 2013:  Carl C. Icahn today delivered the following open letter to shareholders of Transocean Ltd.
 
Dear Fellow Transocean Shareholders:
 
Today, after facing strong shareholder dissent, and in what appears to be a last ditch effort to preserve his reelection, Mike Talbert has promised shareholders that if elected, he will shortly resign. We find it to be utterly absurd that a Chairman facing the prospect of losing his directorship would be so brazen as to ask shareholders to return him as Chairman so that he and the Board can then pick his successor.  In today’s press release, Mr. Newman stated that Talbert has “…played a very important role in making Transocean the company it is today.”  Finally, we agree on something – and that is exactly why we are seeking to replace Talbert.  As Mr. Newman was quoted in the Wall Street Journal today:  “There’s no question the company has underperformed.”   We urge all shareholders to vote against Talbert, Sprague and Cason and replace them with directors who are willing to make shareholders their top priority.
 
Additionally, we were gratified to learn that Ethos Foundation, a Swiss proxy advisory firm, has recommended that institutional investors vote in favor of electing all three Icahn nominees to the Board of Transocean Ltd.  At this point, we are pleased that ISS, Glass Lewis and Ethos have all recommended against the Chairman of the Board, Mike Talbert, recognizing that the Company has underperformed and someone must be held accountable. As ISS stated:  “Shareholders may wish to hold Michael Talbert, a longtime incumbent, responsible for the long term performance and outcome of strategic choices the company has made.”  We fully agree.
 
In 2005, Ultra-Deepwater drillship unit day-rates were below $200,000 per day, and Transocean shares averaged $54.16 for the year. Today, day-rates have rocketed up to over $600,000 per day but Transocean shares are unchanged.  Material improvements in market conditions have not translated into returns for Transocean shareholders.  We believe that directors Talbert, Sprague and Cason have proven themselves incapable of delivering returns, and therefore, they should be replaced. Shareholders at last have a say in the future of the Company by replacing these directors.  We have nominated directors who we believe are capable and who will work to meaningfully enhance shareholder value.
 
In our view, this is truly an astounding situation because this board is not simply responsible for a single poor decision, but instead the Board has built a consistently disappointing track record of poor decisions leading to poor shareholders returns. Yet, instead of apologizing to shareholders for this poor performance and explaining how the future will employ strategies different than the past, in our opinion, they are essentially telling shareholders “You should be thanking us, and are lucky to have a “world class” board”. While we are more than willing to work with other independent board members to have a comprehensive debate to formulate a consensus plan to move forward to create value, there is no point debating that actions taken by this Board in the past have contributed to terrible shareholder returns. Their decisions and historical shareholder returns are a matter of public record and are simply facts. It is time for change.
 
WE URGE SHAREHOLDERS TO VOTE AT THE 2013 TRANSOCEAN ANNUAL GENERAL MEETING FOR THE ICAHN PROPOSAL TO INCREASE THE DIVIDEND AT TRANSOCEAN TO $4.00 PER SHARE AND FOR THE ICAHN PROPOSAL TO ELECT JOSE MARIA ALAPONT, JOHN J. LIPINSKI AND SAMUEL MERKSAMER TO THE TRANSOCEAN BOARD OF DIRECTORS.

 
Very truly yours,
 

 
Carl C. Icahn
 
 
 
NOTICE TO INVESTORS
 
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, DATED APRIL 17, 2013, AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF TRANSOCEAN LTD. FOR USE AT ITS 2013 ANNUAL GENERAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY HAVE BEEN MAILED TO STOCKHOLDERS OF TRANSOCEAN LTD. AND ARE ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV.  INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT, DATED APRIL 17, 2013.  EXCEPT AS OTHERWISE DISCLOSED IN THE DEFINITIVE PROXY STATEMENT, THE PARTICIPANTS HAVE NO INTEREST IN TRANSOCEAN LTD. OTHER THAN THROUGH THE BENEFICIAL OWNERSHIP OF SHARES, PAR VALUE CHF 15.00, PER SHARE, OF TRANSOCEAN LTD., AS DISCLOSED IN THE DEFINITIVE PROXY STATEMENT.  WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD-PARTY TO INCLUDE THEIR INFORMATION IN THIS LETTER.
 
Contact:
Susan Gordon
(212) 702-4309