[8-K] OCEANEERING INTERNATIONAL INC Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Oceaneering International, Inc. completed a private placement of $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2034 to qualified institutional buyers and certain non‑U.S. persons. The notes mature on July 15, 2034, pay interest semiannually at 6.875%, and rank as general unsecured senior obligations.
The notes are redeemable at a make‑whole price before July 15, 2029, and at 103.438% in 2029, 101.719% in 2030, and 100.000% from 2031 onward, plus accrued interest. Oceaneering also amended its senior secured revolving credit facility, increasing lender commitments from $215,000,000 to $345,000,000, extending the maturity from 2027 to 2031, and modestly reducing interest margins based on its Consolidated Net Leverage Ratio.
The amended facility includes a $150,000,000 letter of credit sublimit and the ability to upsize by an additional $85,000,000. The company stated that these changes are intended to support ongoing operations, strategic priorities, and growth initiatives.
Positive
- None.
Negative
- None.
Insights
Oceaneering adds long-term debt and expands revolving credit for flexibility.
Oceaneering has issued $500,000,000 of 6.875% Senior Notes due 2034 and expanded its senior secured revolving credit facility from $215,000,000 to $345,000,000. This reshapes the capital structure by locking in fixed-rate funding and enlarging committed liquidity.
The new notes introduce long-dated unsecured debt with standard covenants on liens, sale-leasebacks, and reorganizations. The revolver’s maturity is pushed from 2027 to 2031, and margins are slightly lower, which can reduce borrowing costs when the facility is drawn, subject to the Consolidated Net Leverage Ratio grid.
Redemption terms (103.438% in 2029, 101.719% in 2030, then 100.000% thereafter) give Oceaneering optionality to refinance if conditions improve. Future disclosures in company filings can show how these facilities are used, including any refinancing of existing obligations or funding of growth projects.
8-K Event Classification
4 items: 1.01, 2.03, 7.01, 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 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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
Senior Notes issued: $500,000,000 aggregate principal amount
Coupon rate: 6.875% per annum
Notes maturity: July 15, 2034
+5 more
8 metrics
Senior Notes issued
$500,000,000 aggregate principal amount
6.875% Senior Notes due 2034 private placement
Coupon rate
6.875% per annum
Interest rate on Senior Notes due 2034
Notes maturity
July 15, 2034
Final maturity of 6.875% Senior Notes
2029 call price
103.438% of principal
Redemption price for notes in 12 months from July 15, 2029
Revolver commitments
$215,000,000 to $345,000,000
Increase in senior secured revolving credit facility
Revolver maturity
2027 to 2031
Extension of revolving credit facility commitments
Letter of credit sublimit
$150,000,000
Within senior secured revolving credit facility
Accordion feature
$85,000,000
Potential additional upsize capacity of Credit Facility
Key Terms
Senior Notes, Indenture, senior secured revolving credit facility, Term SOFR, +2 more
6 terms
Senior Notes financial
"completed a private placement of $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.
Indenture financial
"The 2034 Notes were issued under an Indenture, dated November 21, 2014"
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.
senior secured revolving credit facility financial
"which provides for Oceaneering’s senior secured revolving credit facility"
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.
Term SOFR financial
"in the case of Term SOFR (as defined in the Credit Agreement) loans"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Consolidated Net Leverage Ratio financial
"depending on the Consolidated Net Leverage Ratio (as defined in the Credit Agreement)"
The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.
letter of credit financial
"with a $150,000,000 sublimit for the issuance of letters of credit"
A letter of credit is a bank’s written promise to pay a seller on behalf of a buyer once specified shipping or delivery documents are presented, acting like a guaranteed cashier’s check that only pays when the agreed conditions are met. Investors care because letters of credit reduce payment and counterparty risk, affect a company’s working capital and credit exposure, and can influence deal certainty in contracts, trade financing, and acquisitions.
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): July 6, 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.
2034 Notes and Indenture
On July 6, 2026, Oceaneering International, Inc. (“Oceaneering”) completed a private placement (the “Offering”) of $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2034 (the “2034 Notes”) 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 were issued under an Indenture, dated November 21, 2014 (the “Base Indenture”), between Oceaneering and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a Fourth Supplemental Indenture, dated July 6, 2026, between Oceaneering and the Trustee (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
The 2034 Notes will mature on July 15, 2034 and will bear interest at a rate of 6.875% per annum. Oceaneering will pay interest on the 2034 Notes on January 15 and July 15 of each year, commencing on January 15, 2027. The 2034 Notes are Oceaneering’s general unsecured obligations and rank equally with all of Oceaneering’s existing and future senior and unsubordinated debt and senior to any of Oceaneering’s future subordinated debt. Secured debt (including obligations with respect to Oceaneering’s senior secured revolving credit facility) will be effectively senior to the 2034 Notes to the extent of the value of the assets securing such debt.
Oceaneering may redeem all or part of the 2034 Notes at any time prior to July 15, 2029 at a redemption price equal to 100% of the principal amount of the 2034 Notes being redeemed plus accrued and unpaid interest up to but not including the redemption date plus a “make-whole premium” as set forth in the Fourth Supplemental Indenture. Oceaneering may redeem all or part of the 2034 Notes at any time on or after July 15, 2029 at a redemption prices set forth below plus accrued and unpaid interest up to but not including the redemption date. The following prices are for 2034 Notes redeemed during the 12-month period commencing on July 15 of the years set forth below, and are expressed as percentages of principal amount:
Year Percentage
2029 ............................................................................................................................. 103.438%
2030 ............................................................................................................................. 101.719%
2031 and thereafter ...................................................................................................... 100.000%
The Indenture contains certain covenants that, among other things, limit the ability of Oceaneering to incur debt secured by specified liens, enter into sale and leaseback transactions and engage in specified merger, consolidation or reorganization transactions. These covenants are subject to a number of important exceptions, limitations and qualifications. The Indenture also contains customary events of default with respect to the 2034 Notes.
The foregoing description of the Base Indenture, the Fourth Supplemental Indenture and the 2034 Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the Fourth Supplemental and the form of the 2034 Notes, copies of which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, 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.
Amendment No. 2 to Credit Agreement
On July 6, 2026, Oceaneering entered into an Agreement and Amendment No. 2 to the Credit Agreement (as defined below) with certain of Oceaneering’s subsidiaries, as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as resigning administrative agent, and JPMorgan Chase Bank, N.A., as successor administrative agent (the “Amendment”), which amended the Credit Agreement, dated as of April 8, 2022, among Oceaneering, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended to date and by the Amendment, the “Credit Agreement”), which provides for Oceaneering’s senior secured revolving credit facility. The Amendment modified the Credit Agreement to, among other things,(i) increase the aggregate commitments of the lenders under the senior secured revolving credit facility from $215,000,000 to $345,000,000, with a $150,000,000 sublimit for the issuance of letters of credit, (ii) extend the scheduled maturity date of the commitments under the senior secured revolving credit facility from 2027 to 2031 and (iii) reduce the applicable margin on loans under the senior secured revolving credit facility from varying from 1.25% to 2.25% to 1.00% to 2.00% in the case of adjusted Base Rate (as defined in the Credit Agreement) loans and from varying from 2.25% to 3.25% to 2.00% to 3.00% in the case of Term SOFR (as defined in the Credit Agreement) loans, in each case, depending on the Consolidated Net Leverage Ratio (as defined in the Credit Agreement). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure.
As a result of the consummation of the Offering, the financing condition described in the Offer to Purchase dated June 24, 2026 with respect to Oceaneering’s previously announced cash tender offer was satisfied on July 6, 2026.
On July 6, 2026, Oceaneering issued a press release announcing its entry into the Amendment. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Indenture, dated November 21, 2014, between Oceaneering International, Inc. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, relating to senior debt securities of Oceaneering International, Inc. (incorporated by reference to Exhibit 4.1 to Oceaneering’s Current Report on Form 8-K filed with the SEC on November 21, 2014, File No. 001-10945). | ||||
| 4.2 | Fourth Supplemental Indenture, dated July 6, 2026, between Oceaneering International, Inc. and Computershare Trust Company, N.A., as trustee, with respect to 6.875% Senior Notes due 2034. | ||||
| 4.3 | Form of 6.875% Senior Notes due 2034 (included in Exhibit 4.2 above). | ||||
| 10.1 | Agreement and Amendment No. 2 to Credit Agreement, dated as of July 6, 2026, among Oceaneering International, Inc., as borrower, the guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as resigning administrative agent, and JPMorgan Chase Bank, N.A., as successor administrative agent. | ||||
| 99.1 | Press release of Oceaneering International, Inc. dated July 6, 2026, announcing the Amendment. | ||||
| 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: | July 7, 2026 | By: | /S/ MICHAEL W. SUMRULD | ||||||||
| Michael W. Sumruld | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
Oceaneering Announces Increase in Revolving Credit Facility to $345 Million
HOUSTON, July 6, 2026 – Oceaneering International, Inc. (“Oceaneering”) (NYSE:OII) announced today that it has entered into an amendment to its senior secured revolving credit facility (“Credit Facility”) to, among other things, increase the commitments from $215 million to $345 million and extend the maturity date from April 2027 to July 2031. The Credit Facility includes the ability to upsize by an additional $85 million and letter of credit availability of $150 million.
Mike Sumruld, Oceaneering’s Senior Vice President and Chief Financial Officer, stated, "We are pleased to announce this amendment to our revolving credit facility, which provides additional financial flexibility to support our ongoing operations, strategic priorities, and growth initiatives. We appreciate the continued support of our bank group, which includes both long-standing relationship banks and new participating lenders."
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.
For more information, please visit www.oceaneering.com.
Contacts:
Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755
investorrelations@oceaneering.com
713-329-4755
investorrelations@oceaneering.com