| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 20, 2023, Oceaneering International, Inc. (“Oceaneering”) entered into an Agreement and Amendment No. 1 to Credit Agreement with certain of Oceaneering’s subsidiaries, as guarantors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the “Amendment”), which will amend the Credit Agreement, dated as of April 8, 2022, among Oceaneering, as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended by the Amendment, the “Credit Agreement”). Upon its effectiveness, the Amendment, among other things, will extend the scheduled maturity date of the commitments under the Credit Agreement to April 8, 2027 for all lenders. The Amendment will become effective upon the satisfaction of certain conditions therein, including the issuance of the 2028 Notes (as defined below) and the commencement of the Tender Offer (as defined below).
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 7.01 | Regulation FD Disclosure. |
On September 20, 2023, Oceaneering issued a press release announcing the commencement of the proposed Offering (as defined below). 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.
Also on September 20, 2023, Oceaneering issued a press release announcing the commencement of the Tender Offer. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.
Offering
On September 20, 2023, Oceaneering commenced an offering (the “Offering”) of $200,000,000 aggregate principal amount of additional 6.000% Senior Notes due 2028 (the “2028 Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers 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. 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.
