This Amendment No. 3 (this
“Amendment”) amends and supplements the Tender Offer Statement on
Schedule TO (
“Schedule TO”) originally filed with the Securities and Exchange Commission (
“SEC”) on
April 17, 2006, as amended by Amendment No. 1 to the Schedule TO, filed with the SEC on
May 4,
2006, and Amendment No. 2 to the Schedule TO, filed with the SEC on
May 12, 2006, by Transocean
Inc., a Cayman Islands company (
“Transocean”), relating to Transocean’s offer to repurchase the
1.5% Convertible Debentures due
May 15, 2021 that were issued by Transocean (the
“Debentures”), as
more fully described in the Company Notice dated
April 17, 2006 (the
“Company Notice”), a copy of
which was filed as Exhibit (a)(1)(A) to the Schedule TO, and the related offer materials filed as
Exhibits (a)(1)(B) to (a)(1)(E) to the Schedule TO (which Company Notice and related offer
materials, as amended and supplemented from time to time, collectively constituted the
“Option
Materials”).
This Amendment to the Schedule TO is being filed in satisfaction of the disclosure
requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended.
Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented as follows:
The holders’ right to surrender Debentures for repurchase (the
“Offer”) expired at 5:00 p.m.,
New York City time, on
May 15, 2006. Transocean has been advised by The Bank of New York Trust
Company, N.A., the paying agent, that no Debentures were tendered pursuant to the terms of the
Offer. After the Offer, $400 million aggregate principal amount of the Debentures remains
outstanding.