Oceaneering (OII) launches $500M 2034 notes and cash tender for 2028 debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Oceaneering International, Inc. plans a private offering of $500 million of Senior Notes due 2034 and has launched a cash tender offer to purchase any and all of its outstanding 6.000% Senior Notes due 2028 with $500,000,000 aggregate principal amount outstanding. The company expects to use the new notes’ net proceeds, together with cash on hand if needed, to fund purchases of notes tendered in the offer and may use any remaining proceeds for general corporate purposes, including repayment, redemption, or repurchase of other debt. Oceaneering is also in advanced discussions to amend its senior secured revolving credit facility to increase lender commitments from $215,000,000 to up to $345,000,000, extend the scheduled maturity from 2027 to 2031, and reduce loan margins.
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Insights
Oceaneering is refinancing $500M of 2028 notes and enlarging its credit facility.
Oceaneering intends to issue $500,000,000 of Senior Notes due 2034 in a private placement and has begun a cash tender offer for any and all of its outstanding $500,000,000 6.000% Senior Notes due 2028. This pairs new long‑dated debt with retirement of existing notes.
Exhibit 99.2 describes advanced discussions to amend the senior secured revolving credit facility, increasing commitments from $215,000,000 to up to $345,000,000, extending maturity from 2027 to 2031, and lowering margins. Effectiveness is expected to depend on completion of the notes offering and commencement of the tender offer, while the offering itself is not conditioned on the amendment.
The tender offer uses a pricing formula based on a 40% fixed spread over the yield of the 3.50% U.S. Treasury due October 31, 2027, with expiration at 5:00 p.m., New York City time, on June 30, 2026 and expected settlement on July 6, 2026. Overall impact on leverage and interest costs will depend on participation levels, final pricing, and whether the credit facility amendment is executed as described.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New notes offering size: $500,000,000 aggregate principal
Tender notes outstanding: $500,000,000
Existing revolver commitments: $215,000,000
+4 more
7 metrics
New notes offering size
$500,000,000 aggregate principal
Senior Notes due 2034 private placement
Tender notes outstanding
$500,000,000
6.000% Senior Notes due 2028 subject to tender
Existing revolver commitments
$215,000,000
Senior secured revolving credit facility before amendment
Proposed revolver commitments
Up to $345,000,000
Target size under Credit Agreement Amendment
Fixed spread for tender pricing
40 basis points
Over 3.50% UST due October 31, 2027
Tender offer expiration
5:00 p.m. June 30, 2026
New York City time expiration of tender offer
Expected settlement date
July 6, 2026
Settlement for notes purchased in tender offer
Key Terms
Senior Notes, cash tender offer, senior secured revolving credit facility, Credit Agreement Amendment, +2 more
6 terms
Senior Notes financial
"intends to offer $500,000,000 aggregate principal amount of Senior Notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
cash tender offer financial
"commenced a cash tender offer to purchase any and all of its outstanding 6.000% Senior Notes due 2028"
A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.
senior secured revolving credit facility financial
"We are in advanced discussions with our lenders under our senior secured revolving credit facility regarding an amendment"
A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.
Credit Agreement Amendment financial
"regarding an amendment (the “Credit Agreement Amendment”), which would amend our existing Credit Agreement"
Offer to Purchase financial
"The complete terms and conditions of the tender offer are set forth in the Offer to Purchase"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
fixed spread financial
"by reference to the fixed spread specified above, plus the yield to maturity"
A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2026
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (713 ) 329-4500
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On June 24, 2026 , Oceaneering International, Inc. (“Oceaneering”) issued a press release announcing the commencement of a proposed offering of senior notes (the “Offering”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report. Exhibit 99.2 to this Current Report contains certain sections of the preliminary offering memorandum of Oceaneering relating to the Offering.
On June 24, 2026 , Oceaneering also issued a press release announcing the commencement of the tender offer. A copy of the press release is furnished as Exhibit 99.3 to this Current Report.
The information furnished pursuant to this Item 7.01, including the exhibits hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release of Oceaneering International, Inc., dated June 24, 2026, announcing the Offering. | ||||
| 99.2 | Excerpts from preliminary offering memorandum related to the Offering. | ||||
| 99.3 | Press release of Oceaneering International, Inc., dated June 24, 2026, announcing the tender offer. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OCEANEERING INTERNATIONAL, INC. | |||||||||||
| Date: | June 24, 2026 | By: | /S/ MICHAEL W. SUMRULD | ||||||||
| Michael W. Sumruld | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
Oceaneering Announces Private Offering of $500 Million of Senior Notes
HOUSTON, June 24, 2026 – Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced today that it intends to offer $500,000,000 aggregate principal amount of Senior Notes due 2034 (the “2034 Notes”) in a private placement to eligible purchasers.
Oceaneering intends to use the net proceeds from the proposed offering, together with cash on hand, if necessary, to fund the purchase of any and all of its 6.000% Senior Notes due 2028 (the “Tender Notes”) validly tendered and accepted for purchase in the concurrent cash tender offer announced today (the “Tender Offer”). If the Tender Offer is not consummated or the net proceeds from the offering exceed the total consideration payable in the Tender Offer, Oceaneering intends to use the remaining net proceeds from the offering for general corporate purposes, which may include the repayment, redemption, or repurchase of outstanding indebtedness.
The 2034 Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The offer and sale of the 2034 Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the 2034 Notes will be made in the United States only by means of a private offering memorandum pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.
This press release does not constitute an offer to purchase or a solicitation of an offer to sell any of the Tender Notes. The Tender Offer is being made only by and pursuant to, and on the terms and conditions set forth in, the Offer to Purchase dated June 24, 2026.
This release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning Oceaneering’s proposed offering of the 2034 Notes, the intended use of proceeds therefrom, and other matters relating to the proposed offering and the Tender Offer. The forward-looking statements included in this release are based on Oceaneering's current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission. You should not place undue reliance on forward-
looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement.
About Oceaneering
Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries.
Contacts:
Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
investorrelations@oceaneering.com
2
Exhibit 99.2
As used in this Exhibit 99.2, Oceaneering International, Inc. and its consolidated subsidiaries are referred to as “we,” “us” or “Oceaneering,” unless the context indicates otherwise.
This Exhibit 99.2 contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning Oceaneering’s discussions with its lenders under its revolving credit facility. The forward-looking statements included in this release are based on Oceaneering’s current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement.
Senior Secured Revolving Credit Facility Amendment
We are in advanced discussions with our lenders under our senior secured revolving credit facility regarding an amendment (the “Credit Agreement Amendment”), which would amend our existing Credit Agreement, dated as of April 8, 2022 (as previously amended, the “Credit Agreement”) to, among other things, (i) increase the aggregate commitments of the lenders from $215,000,000 to up to $345,000,000, (ii) extend the scheduled maturity date from 2027 to 2031 and (iii) modify the pricing grid used to determine the applicable margin to reduce the applicable margin on loans. We expect that the effectiveness of the Credit Agreement Amendment would be subject to the satisfaction of certain customary conditions, including the completion of the offering of notes and the commencement of the tender offer. However, there can be no assurance that the Credit Agreement Amendment will be executed on our expected timeline or at all, or on the terms that we expect (including whether we will receive commitments up to $345,000,000), and the offering is not conditioned upon the execution of such an amendment to our Credit Agreement.
1
Exhibit 99.3
Oceaneering Announces Cash Tender Offer for Any and All of Its Outstanding 6.000% Senior Notes Due 2028
HOUSTON, June 24, 2026 – Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced today that it has commenced a cash tender offer to purchase any and all of its outstanding 6.000% Senior Notes due 2028 (the “Notes”) for the consideration described below.
| Title of Security | CUSIP Numbers(2) | Aggregate Principal Amount Outstanding | U.S. Treasury Reference Security | Bloomberg Reference Page | Fixed Spread (basis points) | |||||||||||||||||||||||||||
6.000% Senior Notes due 2028(1) | 675232 AB8 | $500,000,000 | 3.50% UST due October 31, 2027 | FIT4 | 40 | |||||||||||||||||||||||||||
675232 AD4 | ||||||||||||||||||||||||||||||||
| (1) | In addition to the consideration per $1,000 set forth above per principal amount of Notes validly tendered and accepted for purchase, holders whose Notes are accepted for purchase pursuant to the tender offer will also receive accrued and unpaid interest on such Notes from the last applicable interest payment date to, but not including, the Settlement Date (as defined below). | |||||||||||||||||||||||||||||||
| (2) | No representation is made as to the correctness or accuracy of the CUSIP numbers listed in the Offer to Purchase (as defined below) or printed on the Notes. They are provided solely for the convenience of holders of the Notes. | |||||||||||||||||||||||||||||||
The purchase price for each $1,000 principal amount of Notes validly tendered (the "Purchase Price"), and not validly withdrawn, and accepted for purchase pursuant to the tender offer will be determined in the manner described in the Offer to Purchase dated June 24, 2026 (the "Offer to Purchase”). This determination will be made by reference to the fixed spread specified above, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT4 series of pages at 2:00 p.m., New York City time, on June 30, 2026, the date on which the tender offer is currently scheduled to expire. The Purchase Price will be calculated based on a yield to October 31, 2027, and assuming the Notes are redeemed on October 31, 2027, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase.
The tender offer will expire at 5:00 p.m., New York City time, on June 30, 2026, unless extended or earlier terminated (the “Expiration Time”). Holders who have validly tendered their Notes may withdraw such Notes at any time (i) at or prior to the earlier of (x) the Expiration Time and (y) in the event the tender offer is extended, the tenth business day after the date hereof, and (ii) after the 60th business day after the date hereof if for any reason the tender offer has not been consummated within 60 business days of the date hereof. The delivery of Notes tendered by guaranteed delivery procedures must be made no later than 5:00 p.m., New York City time, on July 2, 2026. Oceaneering expects to pay the consideration for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time and accepted for purchase by it or tendered and delivered through the guaranteed delivery procedures on July 6, 2026, the third business
day following the Expiration Time (the “Settlement Date”). The tender offer is conditioned upon the satisfaction or waiver of certain conditions, including Oceaneering’s completion of one or more debt financing transactions on terms satisfactory to it. The tender offer is not conditioned upon any minimum amount of Notes being tendered.
The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and in the related Notice of Guaranteed Delivery, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the tender offer. Oceaneering has retained J.P. Morgan Securities LLC as dealer manager (the “Dealer Manager”) in connection with the tender offer. Copies of the Offer to Purchase and the related Notice of Guaranteed Delivery may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent for the tender offer, by phone at (212) 430-3774 (banks and brokers) or (855) 654-2014 (toll-free), by email at contact@gbsc-usa.com or online at https://gbsc-usa.com/oii/. Questions regarding the tender offer may also be directed to the Dealer Manager at +1 (866) 834-4666 (toll free) or +1 (212) 834-4818 (collect).
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer is being made only by, and pursuant to the terms of, the Offer to Purchase and the related Notice of Guaranteed Delivery. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction. In any jurisdiction where the laws require the tender offer to be made on Oceaneering’s behalf by a licensed broker or dealer and the Dealer Manager or one of the Dealer Manager’s affiliates is such a licensed broker or dealer in any such jurisdiction, the tender offer will be deemed to be made by the Dealer Manager or affiliate, as the case may be, on behalf of Oceaneering. None of Oceaneering, the Depositary and Information Agent, or the Dealer Manager, or any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offer. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities or other financial instrument that constitute financing for the tender offer.
This release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning the expected timing for expiration and settlement of the tender offer, the conditions to the tender offer, and other matters relating to the tender offer and any debt financing transactions. The forward-looking statements included in this release are based on Oceaneering's current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement.
2
About Oceaneering
Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, and manufacturing industries.
Contacts:
Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
investorrelations@oceaneering.com
3
FAQ
What debt offering did Oceaneering (OII) announce on June 24, 2026?
Oceaneering announced a proposed private offering of $500,000,000 aggregate principal amount of Senior Notes due 2034. The notes will be sold to qualified institutional buyers and certain non-U.S. persons, with terms detailed in a private offering memorandum.
How will Oceaneering (OII) use the proceeds from the new 2034 Senior Notes?
Oceaneering intends to use the net proceeds, together with cash on hand if necessary, to fund purchases of its 6.000% Senior Notes due 2028 tendered in a concurrent cash tender offer. Any remaining proceeds may be used for general corporate purposes, including other debt repayment.
What are the key terms of Oceaneering’s tender offer for its 6.000% notes due 2028?
The cash tender offer covers any and all outstanding 6.000% Senior Notes due 2028 totaling $500,000,000. Pricing is based on a 40 basis point fixed spread over the 3.50% U.S. Treasury due October 31, 2027, with expiration at 5:00 p.m. New York City time on June 30, 2026.
When does Oceaneering (OII) expect settlement of the 2028 notes tender offer?
Oceaneering expects to pay consideration for notes validly tendered and accepted, including those delivered by guaranteed delivery procedures, on July 6, 2026. This settlement date is the third business day following the tender offer’s scheduled expiration on June 30, 2026.
How is Oceaneering planning to amend its senior secured revolving credit facility?
Oceaneering is in advanced discussions to amend its senior secured revolving credit facility to increase aggregate lender commitments from $215,000,000 to up to $345,000,000, extend the scheduled maturity from 2027 to 2031, and reduce loan margins under a modified pricing grid.
Is Oceaneering’s tender offer for the 2028 notes subject to financing conditions?
Yes. The tender offer is conditioned on satisfaction or waiver of certain conditions, including Oceaneering’s completion of one or more debt financing transactions on terms satisfactory to it. However, the tender offer is not conditioned on any minimum amount of notes being tendered.