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Get filing alertsOceaneering prices $500M senior notes at 6.875% to refinance 2028 debt
Filed June 26, 2026 · Period ending June 24, 2026 · ~1 min read
Key Changes
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high
Issued $500M of 6.875% senior notes due 2034 at par in private placement, expected to close July 6, 2026.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Proceeds will fund tender offer for all outstanding 6.000% senior notes due 2028, extending maturity by six years while increasing coupon rate by 87.5 basis points.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Issued conditional redemption notice for all 2028 notes with July 25, 2026 redemption date, contingent on raising at least $500M from new offering.
Item 8.01 — Other Events verify on EDGAR → -
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Any excess proceeds beyond tender offer will be used for general corporate purposes, potentially including additional debt reduction.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Oceaneering completed a liability management transaction, pricing $500 million of 6.875% senior notes due 2034 at par. The offering, expected to close July 6, 2026, will fund a tender offer for the company's existing 6.000% senior notes due 2028.
This refinancing extends the debt maturity profile by six years, pushing obligations from 2028 to 2034, though at a higher coupon rate—6.875% versus 6.000%, an increase of 87.5 basis points. The company issued a conditional redemption notice for all remaining 2028 notes, with redemption scheduled for July 25, 2026, contingent on completing the $500 million offering.
This ensures any 2028 notes not tendered will be redeemed, completing the refinancing. The higher interest rate reflects current market conditions and the extended maturity, increasing annual interest expense but providing greater financial flexibility by eliminating near-term maturities. Any proceeds beyond the tender offer amount will be available for general corporate purposes, including potential additional debt reduction.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
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 company plans to use proceeds primarily to purchase its 6.000% senior notes due 2028 through a concurrent tender offer. This represents a debt refinancing that extends maturity from 2028 to 2034 while increasing the coupon rate from 6.000% to 6.875%. Any excess proceeds will be used for general corporate purposes including potential debt reduction.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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”).
Oceaneering notified holders it intends to redeem all outstanding 6.000% Senior Notes due 2028 on July 25, 2026, but only if the company completes a new senior note offering raising at least $500 million in gross proceeds. The company may waive this condition. This is a refinancing transaction where Oceaneering plans to replace existing 2028 debt with new debt, likely to extend maturities or improve terms. Note: these figures were previously disclosed in the company's Jun 24, 2026 8-K.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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 primary purpose of this debt issuance is to fund a tender offer for the company's existing 2028 Notes, effectively refinancing near-term debt with longer-dated obligations at the 6.875% rate. Any remaining proceeds will be used for general corporate purposes including potential debt reduction. This represents a liability management exercise extending the company's debt maturity profile.
Added in current filing · verify on EDGAR →
The Offering is expected to close on July 6, 2026, subject to customary closing conditions.
The transaction is scheduled to close on July 6, 2026, subject to standard closing conditions. This provides investors with the expected timing for when the debt will be added to the balance sheet and proceeds will be available for the tender offer.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 26, 2026 · How we verify