Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | SUBSEQUENT EVENTS On July 6, 2026, we completed a private placement of $500 million aggregate principal amount of the 2034 Notes. We will pay interest on the 2034 Notes on January 15 and July 15 of each year, commencing on January 15, 2027. The 2034 Notes are scheduled to mature on July 15, 2034. We may redeem some or all of the 2034 Notes at specified redemption prices. We received proceeds from the offering of the 2034 Notes of approximately $492 million, after initial purchasers’ discounts and offering expenses. On July 6, 2026, we entered into an Agreement and Amendment No. 2 to the Revolving Credit Agreement, with certain of our 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 No. 2”), which amended the Revolving Credit Agreement. Amendment No. 2 modified the existing Revolving Credit Agreement to, among other things,(i) increase the aggregate commitments of the lenders under the Revolving Credit Facility from $215 million to $345 million, with a $150 million sublimit for the issuance of letters of credit, (ii) extend the scheduled maturity date of the commitments under the Revolving Credit Facility from 2027 to 2031 and (iii) reduce the applicable margin on loans under the Revolving Credit Facility from varying from 1.25% to 2.25% to 1.00% to 2.00% in the case of Base Rate loans and from varying from 2.25% to 3.25% to 2.00% to 3.00% in the case of Term SOFR loans, in each case, depending on the Consolidated Net Leverage Ratio. On July 6, 2026, we used the net proceeds from the 2034 Notes, together with cash on hand, to fund our offer to purchase (the “Tender Offer”) for cash any and all of the $500 million principal amount outstanding of the 2028 Senior Notes. We repurchased approximately $400 million principal amount of the 2028 Senior Notes for approximately $415 million. The consummation of the Tender Offer was contingent upon the completion of the offering discussed above, which was satisfied on July 6, 2026. On June 25, 2026, we delivered a conditional notice to the holders of the 2028 Senior Notes that we have elected to redeem all of the remaining principal amount outstanding of the 2028 Senior Notes on July 25, 2026 (the “Redemption Date”), pursuant to our optional redemption right under the indenture governing the 2028 Senior Notes. The redemption was 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 condition was satisfied on July 6, 2026, in connection with the issuance of the 2034 Notes. The redemption price will be equal to 100% of the principal amount of the 2028 Senior Notes plus accrued and unpaid interest up to but not including the Redemption Date plus a “make-whole premium.” We intend to finance the redemption of the 2028 Senior Notes with cash on hand and remaining proceeds from the issuance of the 2034 Notes. Upon retirement of the 2028 Senior Notes, we will write off the related unamortized debt issuance cost balance.
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