| Item 1.01 |
Entry into a Material Definitive Agreement. |
On September 21, 2023, 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 $200,000,000 aggregate principal amount of additional 6.000% Senior Notes due 2028 (the “2028 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 2028 Notes will constitute an additional issuance of Oceaneering’s outstanding 6.000% Senior Notes due 2028, which Oceaneering issued on February 6, 2018 in an aggregate principal amount of $300,000,000, and will form a single series with such notes. The 2028 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. The Offering is expected to close on October 2, 2023, 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 4.650% Senior Notes due 2024 (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.
Certain of the Initial Purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with Oceaneering and its affiliates, for which they have received, or may in the future receive, customary fees and commissions. For example, J.P. Morgan Securities LLC is serving as the sole dealer manager for the Tender Offer, and JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, served as joint lead arranger and joint bookrunner for Oceaneering’s senior secured revolving credit facility. Certain of the Initial Purchasers or their affiliates may own the Tender Notes and, accordingly, may receive a portion of the net proceeds from the Offering.
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 2028 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.
