Obbligazioni societarie HIGH YIELD e oltre, verso frontiere inesplorate, vol.3

Moody's Ratings places Transocean's and Valaris's ratings under review on merger announcement​



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5 min read​

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10 Feb 2026​

Moody's Ratings​

New York, February 10, 2026 -- Moody's Ratings (Moody's) placed Transocean International Limited's (Transocean) ratings under review for upgrade, including the B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating (PDR), and its various instrument ratings. The SGL-3 Speculative Grade Liquidity (SGL) rating is unchanged. At the same time, we affirmed Valaris Limited's (Valaris) B1 Corporate Family Rating and B1-PD Probability of Default Rating, and placed its B1 Senior Secured Notes Rating under review for downgrade. Valaris's SGL-2 SGL rating is unchanged.

A full list of rating actions is provided at the end of this press release.

The rating actions follow Transocean's announcement that it will acquire Valaris in an all-stock transaction valued at $6.2 billion, including Valaris's debt outstanding at September 30, 2025, net of cash. The acquisition is expected to close in the second half of 2026, subject to regulatory and shareholder approvals.

RATINGS RATIONALE

The review for upgrade of Transocean's ratings reflects the company's substantially improved debt leverage that will result from the merger and the strong competitive position of the combined entity, which will own the largest offshore contract drilling fleet in the world. The transaction will accelerate Transocean's long-running deleveraging efforts, resulting in pro forma debt/EBITDA of between 3.0x and 3.5x at the close of the merger – which improves by about 0.5x when considering the combined cash on hand of the two companies as of September 30, 2025. Leverage should continue to improve given the substantial amount of near-term debt maturities, the estimated cash balance of the combined entity at close, and the amount of free cash flow it will likely generate through 2027. An upgrade of Transocean's CFR will likely be limited to two notches, which would place it at the same level as Valaris's B1 CFR.

Our ratings review of Transocean will focus on the resulting capital structure and the relative positioning of the combined entity's debt, our assessment of the company's financial policy, its cost structure, and our expectations for offshore rig demand in 2027 and 2028.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The placement of Valaris's senior secured notes rating on review for downgrade reflects Transocean's complex debt capital structure, which includes senior notes, priority guaranteed notes, senior priority guaranteed notes, senior secured notes, and a senior secured revolving credit facility, and inherent uncertainties regarding the combined capital structure. Our ratings review will focus on the relative seniority of Valaris's senior secured notes in the combined capital structure, their claims to specific assets and relative asset coverage, and our recovery expectations. We expect to conclude both reviews around the time of the closing of the transaction.

Transocean International Ltd. is a wholly-owned subsidiary of Transocean Ltd, the leading international offshore drilling contractor operating in deepwater, ultra-deepwater and harsh environment basins around the world.

Valaris Limited, based in Bermuda, is among the world's largest providers of offshore contract drilling services to the oil and gas industry.

LIST OF AFFECTED RATINGS

Issuer: Transocean International Limited

Upgraded:

.... Corporate Family Rating, Placed on Review for Upgrade, currently B3

.... Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD

....Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently Ba3

....Backed Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently B1

....Backed Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa1

....Backed Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently B3

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa2

Outlook Actions:

....Outlook, Changed to rating under review from stable

..Issuer: Transocean Titan Financing Limited

Upgraded:

....Backed Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently B1

Outlook Actions:

....Outlook, Changed to rating under review from stable

..Issuer: Transocean Aquila Limited

Upgraded:

....Backed Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently B1

Outlook Actions:

....Outlook, Changed to rating under review from stable

Issuer: Valaris Limited

Affirmed:

.... Corporate Family Rating, Affirmed B1

.... Probability of Default Rating, Affirmed B1-PD

Downgraded:

....Senior Secured Regular Bond/Debenture, Placed on Review for Downgrade, currently B1

Outlook Actions:

....Outlook, Changed to rating under review from stable

The principal methodology used in these ratings was Oilfield Services published in October 2025 and available at Ratings.Moodys.com. Alternatively, please see the Rating Methodologies page on https://ratings.moodys.com for a copy of this methodology.

Transocean's B3 rating is three notches below the scorecard-indicated outcome of Ba3.The assigned B3 rating places a high emphasis on the company's very high debt levels and low interest coverage, outweighing its fleet scale and business profile.

Valaris's B1 rating is three notches below the scorecard-indicated outcome of Ba1. The assigned rating reflects an emphasis on the company's recontracting risk and exposure to volatile commodity prices.
 

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