Oceaneering (NYSE: OII) issues $500M 2034 notes to refinance 2028 debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Oceaneering International has priced a private offering of $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2034, to be issued at par. The offering is expected to close on July 6, 2026. Oceaneering intends to use the net proceeds, together with cash on hand if necessary, to fund the purchase of its 6.000% Senior Notes due 2028 in a concurrent tender offer, with any remaining proceeds for general corporate purposes, including possible repayment, redemption or repurchase of other debt. The company has also delivered a conditional notice for full redemption of the 2028 Notes, currently expected on July 25, 2026, subject to completing a senior notes offering that generates at least $500 million of gross proceeds, which Oceaneering may waive.
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Insights
Oceaneering is refinancing 2028 debt with a new $500M 2034 note.
Oceaneering International is issuing $500,000,000 of 6.875% Senior Notes due 2034 in a private placement. The notes price at par and are expected to close on July 6, 2026, extending part of the company’s debt maturity profile.
The company intends to use most proceeds, plus cash on hand if needed, to purchase its 6.000% Senior Notes due 2028 via a tender offer, with any remainder for general corporate purposes, including further debt repayment, redemption or repurchase. It has also issued a conditional notice to fully redeem all 2028 Notes, with an expected July 25, 2026 redemption date.
The redemption is conditioned on completing a senior notes offering that generates at least $500 million of gross proceeds, though Oceaneering can waive this condition. Subsequent disclosures will clarify final proceeds, tender participation and the resulting interest expense mix between the 6.000% 2028 Notes and new 6.875% 2034 Notes.
8-K Event Classification
4 items: 1.01, 7.01, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
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 principal: $500,000,000 aggregate principal amount
Coupon rate 2034 notes: 6.875%
Maturity date 2034 notes: July 15, 2034
+4 more
7 metrics
New notes principal
$500,000,000 aggregate principal amount
6.875% Senior Notes due 2034 in private placement
Coupon rate 2034 notes
6.875%
Interest rate on Senior Notes due 2034
Maturity date 2034 notes
July 15, 2034
Stated maturity of new Senior Notes
Existing notes coupon
6.000%
Coupon on Senior Notes due 2028 targeted for tender/redemption
Expected offering close
July 6, 2026
Anticipated closing date of 2034 notes offering
Expected 2028 notes redemption date
July 25, 2026
Conditional full redemption date for 6.000% Senior Notes due 2028
Redemption proceeds condition
$500 million gross proceeds
Minimum senior notes offering size required for 2028 redemption, waivable by company
Key Terms
Senior Notes, private placement, tender offer, Regulation S, +2 more
6 terms
Senior Notes financial
"issue and sell $500,000,000 aggregate principal amount of 6.875% 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.
private placement financial
"in a private placement to persons reasonably believed to be qualified institutional buyers"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
tender offer financial
"validly tendered and accepted for purchase in the previously announced concurrent cash tender offer"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Regulation S regulatory
"U.S. persons outside the United States pursuant to Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Indenture regulatory
"pursuant to the Indenture, dated November 21, 2014, between Oceaneering and Computershare Trust Company"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
forward-looking statements regulatory
"This release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 1.01 Entry into a Material Definitive Agreement.
On June 24, 2026, Oceaneering International, Inc. (“Oceaneering”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (the “Initial Purchasers”), under which Oceaneering agreed to issue and sell $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2034 (the “2034 Notes”) in a private placement (the “Offering”) 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 2034 Notes will be issued under an Indenture, dated November 21, 2014, between Oceaneering and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (as amended and supplemented to date, the “Indenture”). The Offering is expected to close on July 6, 2026, subject to customary closing conditions. We intend to use the net proceeds from the offering, together with cash on hand, if necessary, to fund the purchase of the 2028 Notes (as defined below) in the previously announced tender offer, with the remaining net proceeds from the Offering, if any, being used for general corporate purposes, which may include the repayment, redemption or repurchase of outstanding indebtedness.
The Purchase Agreement contains customary representations, warranties and agreements of Oceaneering and other customary obligations of the parties and termination provisions. Under the terms of the Purchase Agreement, Oceaneering has agreed, among other things, to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Initial Purchasers may be required to make in respect of those liabilities.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 Current Report on Form 8-K 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.
Item 7.01 Regulation FD Disclosure.
On June 25, 2026, Oceaneering issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 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 or
the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.
Item 8.01 Other Events.
On June 25, 2026, Oceaneering provided a notice of conditional full redemption to holders of the Company’s 6.000% Senior Notes due 2028 (the “2028 Notes”) for the conditional redemption in full of the 2028 Notes outstanding on the Redemption Date (as defined below), pursuant to the Indenture. The redemption is conditioned on the completion of an offering of senior notes in an aggregate principal amount that results in gross proceeds to Oceaneering of at least $500 million, which may be waived by Oceaneering. The date of redemption is currently expected to be July 25, 2026 (the “Redemption Date”). This Current Report on Form 8-K does not constitute a notice of redemption under the optional redemption provisions of the 2028 Notes or the Indenture.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Purchase Agreement, dated June 24, 2026, between Oceaneering International, Inc. and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein. | ||||
| 99.1 | Press release of Oceaneering International, Inc., dated June 25, 2026, announcing the pricing of the Offering. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
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 25, 2026 | By: | /S/ MICHAEL W. SUMRULD | ||||||||
| Michael W. Sumruld | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
Oceaneering Announces Pricing of Private Offering of $500 Million of Senior Notes
HOUSTON, June 25, 2026 -- Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced today the pricing of its previously announced offering of $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2034 (the “2034 Notes”) in a private placement to eligible purchasers at par, plus accrued interest, if any, from July 6, 2026. The 2034 Notes will mature on July 15, 2034. The offering is expected to close on July 6, 2026, subject to customary closing conditions.
Oceaneering intends to use the net proceeds from the 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 previously announced concurrent cash tender offer (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 are being 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 the expected timing of the closing of Oceaneering’s offering of the 2034 Notes, the intended use of proceeds therefrom, and other matters relating to the 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
FAQ
What type of debt is Oceaneering International (OII) issuing in this 8-K?
Oceaneering is issuing $500,000,000 of 6.875% Senior Notes due 2034 in a private placement. The notes are being offered at par to qualified institutional buyers and certain non-U.S. persons under Regulation S.
How will Oceaneering International (OII) use the $500 million note proceeds?
Oceaneering intends to use the net proceeds primarily to purchase its 6.000% Senior Notes due 2028 in a concurrent tender offer. Any remaining proceeds may fund general corporate purposes, including repayment, redemption or repurchase of other outstanding indebtedness.
When do Oceaneering’s new 6.875% Senior Notes and the 2028 redemption occur?
The new 6.875% Senior Notes due 2034 are expected to close on July 6, 2026. Oceaneering currently expects to fully redeem its 6.000% Senior Notes due 2028 on July 25, 2026, subject to a proceeds condition it may waive.
What condition applies to the redemption of Oceaneering’s 2028 Senior Notes?
The full redemption of the 6.000% Senior Notes due 2028 is conditioned on completing an offering of senior notes that generates at least $500 million in gross proceeds. Oceaneering retains the ability to waive this condition if it chooses.
Is Oceaneering International’s $500 million senior notes offering registered with the SEC?
No. The 2034 Senior Notes are being offered in a private placement and have not been registered under the Securities Act or state securities laws. They cannot be offered or sold in the United States without registration or an applicable exemption.
Does this 8-K from Oceaneering (OII) constitute an offer to buy or sell securities?
No. The disclosure states it does not constitute an offer to sell or a solicitation of an offer to buy the 2034 Notes or the 2028 Tender Notes. Any offers will be made only under separate offering documents.