Luxembourg, April 20, 2026 (GLOBE NEWSWIRE) -- OCEANICA LUX, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg , with its registered office located at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B288140, (“Oceanica” or the “Company”), announced today the commencement of an offer to purchase for cash up to U.S.$400,000,000 (the “Maximum Tender Amount”) of its outstanding 13.000% Senior Secured Notes due 2029 (the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated April 20, 2026 (the “Offer to Purchase”) for the consideration described below (the “Tender Offer”). Validly tendered Notes may be subject to proration (“Proration”) if the aggregate principal amount of the Notes validly tendered and not validly withdrawn in the Tender Offer exceeds the Maximum Tender Amount, as more fully described in “The Tender Offer and Consent Solicitation—Maximum Tender Amount and Proration” of the Offer to Purchase. Notwithstanding the foregoing, the Issuer reserves the right, in its sole discretion, to accept for purchase Notes in excess of the Maximum Tender Amount. All capitalized terms used herein but not defined in this announcement have the respective meanings ascribed to them in the Offer to Purchase.
The Notes subject to the Tender Offer were issued under the indenture dated as of October 2, 2024 (as amended and supplemented from time to time, the “Indenture”), by and among the Company, the guarantors party thereto (the “Guarantors”), UMB Bank N.A., as trustee, paying agent, registrar and transfer agent (the “Trustee”) and TMF Group New York, LLC, as collateral agent (the “Collateral Agent”).
Simultaneously with the Tender Offer, we are conducting a solicitation of consents (the “Consent Solicitation”) from Holders of the Notes to effect certain proposed amendments to the Indenture and related security documents to:
| (i) | Non-Proration scenario: if the Tender Offer is not subject to Proration because the aggregate principal amount of the Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to the Early Tender Date: (1) is less than U.S.$400,000,000, (A) amend the collateral package, including to release the debt service reserve account and provide that we may incur pari passu liens on the other collateral currently securing the Notes to secure the New Notes (as defined below) (the “Proposed Amendments to Share Collateral”), and (B) eliminate substantially all of the restrictive covenants, certain events of default and related provisions contained in the Indenture, as described in the Offer to Purchase (the “Proposed Amendments to Eliminate Covenants”), or (2) is greater than U.S.$400,000,000 but we exercise our right to accept for purchase Notes in excess of the Maximum Tender Amount or we increase the Maximum Tender Amount, (A) eliminate the collateral package under the Indenture, as described in the Offer to Purchase (the “Proposed Amendments to Eliminate Collateral” and together with the Proposed Amendments to Share Collateral the “Proposed Amendments to Collateral”) and (B) effect the Proposed Amendments to Eliminate Covenants; or |
| (ii) | Proration scenario: if the Tender Offer is subject to Proration at the Early Tender Date, (A) effect the Proposed Amendments to Share Collateral, and (B) amend the restrictive covenants, certain events of default and related provisions contained in the Indenture, to conform such provisions with the expected terms of the New Notes and amend the restrictive covenants to expressly permit the issuance of the New Notes, as described in the Offer to Purchase (the “Proposed Amendments to Conform Covenants” and together with the Proposed Amendments to Eliminate Covenants, the “Proposed Amendments to Covenants”, which together with the Proposed Amendments to Collateral, are hereinafter referred to as the “Proposed Amendments”). |
Pursuant to the terms of the Indenture, in order for the Proposed Amendments to be adopted, consents for the Proposed Amendments to Covenants must be received in respect of at least a majority of the aggregate outstanding principal amount of the Notes (the “Majority Consent”) and consents for the Proposed Amendments to Collateral must be received in respect of at least 66% of the aggregate outstanding principal amount of the Notes (the “66% Consent”) (each of the 66% Consent and the Majority Consent, together the “Requisite Consents”).
Holders that validly tender their Notes pursuant to the Tender Offer and in accordance with the procedures described in the Offer to Purchase will be deemed to have delivered their consent to the Proposed Amendments pursuant to the Consent Solicitation. Holders may not deliver consents to the Proposed Amendments without tendering the related Notes. If a Holder tenders Notes in the Tender Offer, such Holder will be deemed to deliver its consent, with respect to the principal amount of such tendered Notes, to the Proposed Amendments.
The following table summarizes certain payment terms of the Tender Offer and Consent Solicitation:
| Title of Security | ISIN/CUSIP Numbers | Principal Outstanding Amount | Tender Offer Consideration (1) | Early Tender Payment (1)(2) | Total Consideration (1)(3) |
| 13.000% Senior Secured Notes due 2029 | US67525AAA07/ USL7151AAA45 67525A AA0/ L7151A AA4 | U.S.$525,000,000 | U.S.$1,040.00 | U.S.$ 40.00 | U.S.$1,080.00 |
(1) The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for purchase, not including Accrued Interest (as defined herein).
(2) Incremental amount to be paid in addition to the Tender Offer Consideration (which is included in the Total Consideration) for each U.S$1,000 principal amount of Notes, only applicable to Holders that validly tender and do not validly withdraw their Notes at or prior to the Early Tender Date, not including Accrued Interest.
(3) The aggregate amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not withdrawn) at or prior to the Early Tender Date and accepted for purchase. The Total Consideration equals the Tender Offer Consideration plus the Early Tender Payment, not including Accrued Interest.
The Tender Offer will expire at 5:00 p.m., New York City time, on May 18, 2026, unless extended or earlier terminated by the Company (such time and date, as it may be extended or earlier terminated with respect to the Tender Offer and related Consent Solicitation, the “Expiration Date”). Holders who validly tender (and do not validly withdraw) their Notes and deliver (and do not revoke) their related consents to the Proposed Amendments at or prior to 5:00 p.m., New York City time, May 1, 2026, unless extended by the Company (such time and date, as the same may be extended, the “Early Tender Date”), in the manner described in the Offer to Purchase will be eligible to receive the Total Consideration, which includes the Early Tender Payment with respect to the Notes, plus any Accrued Interest. Notes tendered may be withdrawn and consents delivered may be revoked at any time prior to the earlier of (i) 5:00 p.m., New York City time, May 1, 2026 and (ii) the date on which the Supplemental Indenture (as defined below) is executed by the Issuer, the Guarantors, the Trustee and the Collateral Agent (the “Withdrawal Deadline”), but not thereafter, unless required by applicable law.
To be eligible to receive the Total Consideration set forth in the table above, Holders must validly tender and not validly withdraw their Notes at or prior to the Early Tender Date. Holders who do not validly tender their Notes at or prior to the Early Tender Date will not be paid the Early Tender Payment and will only be eligible to receive the Tender Offer Consideration. All Holders who validly tender their Notes will also receive accrued and unpaid interest on the Notes from the last interest payment date on the Notes preceding the applicable Settlement Date to, but excluding, such Settlement Date (as defined herein). In addition, in the event of a termination of the Tender Offer and Consent Solicitation, none of the Total Consideration, the Tender Offer Consideration or any Accrued Interest will be paid or become payable to the Holder of such Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering Holders.
At the Company’s option, payment for Notes validly tendered at or prior to the Early Tender Date and accepted for purchase will be made as promptly as practicable after the Early Tender Date (the “Early Settlement Date”).
If the Early Settlement Date occurs with respect to the Notes, payment for Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date and accepted for purchase will be made on the final settlement date, expected to be within two business days following the Expiration Date, or as promptly as practicable thereafter (the “Final Settlement Date”). The Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and so accepted will receive the Tender Offer Consideration, plus any Accrued Interest, on the Final Settlement Date, but not the Early Tender Payment. If no Early Settlement Date occurs, then payment for all the Notes that are validly tendered and not validly withdrawn at any time prior to the Expiration Time and that are accepted for purchase will be made on the Final Settlement Date.
At any time after the Withdrawal Deadline and before the Expiration Date, if we have received the Requisite Consents, on such date, we, each of the Guarantors of the Notes the Trustee and the Collateral Agent may execute and deliver a supplemental indenture to the Indenture (the “Supplemental Indenture”), which will give effect to the Proposed Amendments to the Notes.
Oceanica’s obligation to purchase Notes pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement under “The Tender Offer and Consent Solicitation—Conditions to the Tender Offer and the Consent Solicitation,” which include, (i) the receipt of the Requisite Consents and (ii) the successful consummation of an offering (the “Proposed New Notes Offering”) of U.S. dollar-denominated debt securities (the “New Notes”).
Oceanica reserves the right, in its sole discretion, (1) to waive any and all terms and conditions to the Tender Offer or Consent Solicitation; (2) to extend the Tender Offer or Consent Solicitation; (3) to increase or decrease the Maximum Tender Offer Amount, or to accept tenders for Notes exceeding the Maximum Tender Offer Amount; and (4) to terminate or to otherwise amend the Tender Offer or Consent Solicitation in any respect.
Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
Oceanica will only accept for purchase Notes in an aggregate principal amount that will not exceed the Maximum Tender Amount of U.S.$ 400,000,000. Any Notes validly tendered in the Tender Offer and accepted for purchase may be subject to proration, as more fully described herein. Notwithstanding the foregoing, Oceanica reserves the right, in its sole discretion, to accept for purchase Notes in excess of the Maximum Tender Amount or to increase the Maximum Tender Amount.
The Tender Offer may be terminated or withdrawn in whole or terminated or withdrawn, subject to compliance with applicable law. The Issuer reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Tender Offer, (ii) extend or terminate any of the Tender Offer, (iii) increase or decrease the Maximum Tender Amount or accept for purchase Notes in excess of the Maximum Tender Amount or (iv) otherwise amend the Tender Offer or Consent Solicitation in any respect. Holders that tender their Notes and deliver their related consents to the Proposed Amendments (and do not validly withdraw such tender and validly revoke such consents) prior to any such waiver, extension or amendment will be deemed to have tendered their Notes and delivered their related consents to the Proposed Amendments to the Tender Offer and Consent Solicitation as so waived, extended or amended. In the case of clauses (i) through (iv) above, the Issuer does not intend to extend the Withdrawal Deadline or reinstate withdrawal rights, subject to applicable law.
The Tender and Information Agent for the Tender Offer and Consent Solicitation is D.F. King & Co., Inc. To contact the information and tender agent, banks and brokers may call +1 (646) 650-3771, and others may call U.S. toll-free: +1 (866) 356-6140 or email oceanica@dfking.com.
Any questions or requests for assistance or for copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Managers and Solicitation Agents at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.
| GOLDMAN SACHS & CO. LLC 200 West Street New York, New York 10282 Attn: Liability Management Group Collect: +1 (212) 357-1452 Toll Free: +1 (800) 828-3182 BANCO BTG PACTUAL S.A. – CAYMAN BRANCH 601 Lexington Avenue, 57th Floor New York, New York 10022 Attn: Debt Capital Markets Collect: +1 (212) 293-4600 UBS SECURITIES LLC 11 Madison Avenue New York, New York 10010 Attention: Liability Management Group Collect: +1 (212) 882-5723 Toll Free: +1 (833) 690-0971 E-mail: americas-lm@ubs.com | ITAU BBA USA SECURITIES, INC. 599 Lexington Avenue, 34th Floor, New York, New York 10022 Attn: Debt Capital Markets Collect: +1 (212) 710-6749 Toll-Free: +1 (888) 770-4828 SANTANDER US CAPITAL MARKETS LLC 437 Madison Avenue, 6th – 8th Floor New York, New York 10022 Attn: Liability Management Collect: +1 (212) 350-0660 Toll Free: +1 (855) 404-3636 Email: AmericasLM@santander.us BANCO BRADESCO BBI S.A Av Presidente Juscelino Kubitschek, n.º 1309, 10th floor São Paulo, SP, 04543-011 Attn: International Fixed Income Department Collect: +1 (646) 432-6642 |
| BCP SECURITIES, INC. 89 Greenwich Avenue, 2nd floor Greenwich, Connecticut 06830 Attn: James Harper, Partner Collect: +1 (203) 629-2186 | |
This press release does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes, the New Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer and Solicitation are made only by and pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement, and the information in this press release is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. None of Oceanica, the Guarantors, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer and Solicitation.
This press release is not an offer to sell or a solicitation of an offer to buy New Notes. Tendering Holders who wish to tender their Notes for cash and also subscribe for New Notes should quote a unique identifier code corresponding to the New Notes being subscribed (“Unique Identifier Code”), which can be obtained by contacting the Dealer Managers and Solicitation Agents. The receipt of a Unique Identifier Code in conjunction with any tender of Notes in the Tender Offer is not an allocation of the New Notes. In order to apply for the purchase of the New Notes, such tendering Holders must make a separate application in respect of the New Notes for the purchase of such New Notes. If the Proposed New Notes Offering is announced, the Company will review tender instructions received on or prior to the pricing of the New Notes, and may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes. However, no assurances can be given that any Holder that tenders its Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.
About Oceanica
For 48 years, Oceanica has been providing technological solutions for subsea engineering and for the inspection, maintenance and repair of subsea structures, aiming to ensure the integrity of its clients’ assets and safeguard the environment and the lives involved. Oceanica operates by offering support services for oil and gas exploration and production, with the vast majority of its services related to production, or E&P, operations on the Brazilian coast, also known as offshore exploration. Through its services, Oceanica focuses on its clients’ activities and on extending the lifespan of their assets, while mitigating environmental risks.
Contact
Investor Contact: ri@oceanica.com.br
Cautionary Statement on Forward-Looking Statements
Statements in this press release may be “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. Forward-looking statements often are proceeded by words such as “believe,” “anticipate,” “continue,” “expect,” “estimate,” “intend,” “likely,” “will,” “may,” “might,” “assume,” “could,” “seek,” “aim,” “should,” “intend,” “plan,” “potential” and other variations, as well as similar words, are intended to identify estimates and forward-looking statements. The forward-looking statements contained herein include statements about Oceanica’s Tender Offer and Consent Solicitation and Proposed New Notes Offering. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that may be proven to be incorrect. In addition, several significant factors, many of which are beyond the Oceanica’s control, may adversely affect Oceanica’s current estimates and forward-looking statements, and whether these estimates or statements may be realized and can materially affect the financial condition results of operations and cash flows of Oceanica. Some of the factors could cause future results to materially differ from recent results.
The forward-looking statements are made only as of the date hereof, and Oceanica does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.
