The payout is below Icahn's earlier demand of $4 a share.
Transocean also plans to create a master limited partnership that will provide further financial flexibility. The company will sell part of of the MLP in an IPO in mid-2014.
One Icahn nominee will be re-elected to Transocean's board, while another will be appointed.
The company will aim to improve its operating margins by $800M by the end of 2014. (PR)