Oceaneering Announces Private Offering of $200 Million of Senior Notes
20 Setembro 2023 - 8:32AM
Business Wire
Oceaneering International, Inc. (“Oceaneering”) (NYSE: OII)
announced today that it intends to offer $200,000,000 aggregate
principal amount of additional 6.000% Senior Notes due 2028 (the
“2028 Notes”) in a private placement to eligible purchasers. 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.
Oceaneering intends to use the net proceeds from the proposed
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
concurrent cash tender offer announced today (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 2028 Notes will be 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
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.
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 2028
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
September 20, 2023.
This release contains “forward-looking statements,” as defined
in the Private Securities Litigation Reform Act of 1995. More
specifically, the forward-looking statements in this press release
include the statements concerning Oceaneering’s proposed offering
of the 2028 Notes, the intended use of proceeds therefrom and other
matters relating to the proposed 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
risk factors, please see Oceaneering’s latest annual report on Form
10-K and subsequent quarterly reports on Form 10-Q filed with the
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.
Oceaneering is a global technology company delivering engineered
services and products and robotic solutions to the offshore energy,
defense, aerospace, manufacturing, and entertainment
industries.
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version on businesswire.com: https://www.businesswire.com/news/home/20230920245230/en/
Mark Peterson Vice President, Corporate Development and Investor
Relations Oceaneering International, Inc. 713-329-4507
investorrelations@oceaneering.com
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