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Get filing alertsOceaneering issues $500M senior notes at 6.875%, upsizes credit facility to $345M
Filed July 7, 2026 · Period ending July 6, 2026 · ~1 min read
Key Changes
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Issued $500M of 6.875% senior notes due 2034 via private placement to qualified institutional buyers; notes are unsecured and rank equally with existing senior debt, with semi-annual interest payments starting January 2027.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Amended revolving credit facility, increasing commitments from $215M to $345M and extending maturity from April 2027 to July 2031; includes $85M accordion feature and $150M letter of credit capacity.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Reduced credit facility interest margins: Base Rate loans now 1.00%-2.00% (from 1.25%-2.25%) and Term SOFR loans 2.00%-3.00% (from 2.25%-3.25%), both based on leverage ratio.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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CFO stated the amendment provides financial flexibility for operations, strategic priorities, and growth initiatives, with support from both existing relationship banks and new lenders.
Exhibit 99.1 view on EDGAR →
Summary
Oceaneering executed a dual capital structure refinancing on July 6, 2026, issuing $500 million of 6.875% senior notes due 2034 while simultaneously upsizing and extending its revolving credit facility. The notes were placed privately to institutional buyers and carry standard redemption provisions with make-whole premiums before July 2029.
The credit facility amendment increased available commitments by 60% (from $215 million to $345 million) and pushed maturity four years out to July 2031, while also reducing borrowing costs by 25 basis points across both Base Rate and Term SOFR options. For shareholders, this represents a significant enhancement to Oceaneering's financial flexibility and liquidity position.
The $500 million note issuance provides long-term capital at a fixed rate, while the expanded and extended revolver offers operational flexibility with improved pricing. The successful syndication with both existing and new lenders signals market confidence in the company's credit profile. Management explicitly tied the refinancing to supporting ongoing operations, strategic priorities, and growth initiatives, suggesting the company is positioning its balance sheet for expansion rather than addressing distress.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
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.
Oceaneering amended its senior secured revolving credit facility, increasing available commitments by $130 million (from $215 million to $345 million) and extending the maturity by over four years (from April 2027 to July 2031). The facility also includes an accordion feature allowing an additional $85 million upsize and provides $150 million in letter of credit capacity. This amendment enhances the company's financial flexibility and liquidity runway.
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 →
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.
Oceaneering completed a $500 million private placement of 6.875% senior notes maturing July 15, 2034. The notes are unsecured, rank equally with existing senior debt, and pay interest semi-annually starting January 15, 2027. The company can redeem the notes before July 2029 at par plus a make-whole premium, or after July 2029 at declining premiums (103.438% in 2029, 101.719% in 2030, 100% thereafter).
Added in current filing · verify on EDGAR →
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).
Oceaneering amended its senior secured revolving credit facility, increasing capacity from $215 million to $345 million (with a $150 million letter of credit sublimit), extending maturity from 2027 to 2031, and reducing interest rate margins. Base Rate loan margins now range from 1.00% to 2.00% (previously 1.25% to 2.25%), and Term SOFR loan margins range from 2.00% to 3.00% (previously 2.25% to 3.25%), both depending on leverage ratio. JPMorgan Chase replaced Wells Fargo as administrative agent.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify