Deal Flow
Letter · prints on one page
Transaction tear sheetData as of Nov 7, 2026
M&A · Energy · Drilling Oil & Gas Wells

Transocean Ltd. to acquire Valaris Ltd

Announced Feb 9, 2026 · Pending May 19, 2026

Deal value$5.80BEV $5.80B
Premium—To unaffected price
EV / Adj. EBITDA8.0x2.4x EV / Revenue
ConsiderationAll stock

Transaction

Acquirer
Transocean Ltd. (RIG)
Target
Valaris Ltd (VAL)
Buyer type
Strategic
Offer price per share
—
Enterprise value
$5.80B
Status
Pending May 19, 2026

Deal protections

Break fee (target pays)
$173M · 3.0%
Reverse fee (buyer pays)
$195M · 3.4%
Go-shop
—
Financing
—

Advisors

To the acquirer
Evercore
To the target
Goldman Sachs
Evercore fee
$22.5M

Sector context · Energy

Comparable deals
37 in the prior 24 months
Premium
Sector median 20.5%
EV / Adj. EBITDA
8.0x vs. 8.6x sector median
Break fee
3.0% vs. 3.0% sector median

Timeline

  1. AnnouncedFeb 9, 2026
  2. Proxy filedMay 19, 2026
  3. Definitive proxyOct 14, 2026
  4. Shareholder votePending
  5. ClosedPending

Valuation · fairness opinions

Discounted cash flowGoldman Sachs$47.76$55.69
Discounted cash flowGoldman Sachs$53.93$66.54
Discounted cash flowGoldman Sachs$45.49$64.66
Discounted cash flowGoldman Sachs$55.67$89.21
Future share priceGoldman Sachs$49.58$85.23
Discounted cash flowEvercore$3.22$5.84
Discounted cash flowEvercore$3.58$5.62
Discounted cash flowEvercore$51.67$73.31
Discounted cash flowEvercore$57.36$75.91
Trading comparablesEvercore$3.80$4.88

Implied value per Valaris Ltd share by analysis, from Goldman Sachs and Evercore · DCF discount rate 11%–13%.

Sources
  • 8-K (EX-99.1) · Feb 9, 2026
  • 8-K (EX-99.1) · Feb 9, 2026
  • DEFA14A (EX-99.1) · Feb 9, 2026

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.