Luxembourg, May 05, 2026 (GLOBE NEWSWIRE) -- OCEANICA LUX, a private limited liability company (société à responsabilité limitée) incorporated under the laws of Grand Duchy of Luxembourg, with its registered office 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"), today announced the pricing of U.S.$625,000,000 aggregate principal amount of 11.250% Senior Secured Notes due 2031 (the "2031 Notes") to be issued by the Company to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act (the "2031 Notes Offering"). The 2031 Notes will be issued at a price of 100.000%. The 2031 Notes will mature on May 8, 2031 and will be fully and unconditionally guaranteed on a senior secured basis by Oceânica Engenharia e Consultoria S.A., a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil and Oceanica Netherlands B.V., a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid). The settlement of the 2031 Notes is expected to take place on May 8, 2026, subject to customary closing conditions.

The Company intends to use the proceeds from the 2031 Notes Offering to fund its purchases under the Tender Offer (defined below) and the remaining proceeds for general corporate purposes.

On April 20, 2026, the Company commenced a cash tender offer and consent solicitation ("Tender Offer") for up to U.S.$400,000,000 (the "Maximum Tender Amount") in aggregate principal amount of its outstanding 13.000% Senior Secured Notes due 2029 (the "Existing Notes") and solicitation of consents subject to certain terms and conditions, including the consummation of the 2031 Notes Offering, set forth under a separate offer to purchase and consent solicitation statement dated as of April 20, 2026 ("Offer to Purchase"). As of 5:00 p.m., New York City time on May 1, 2026 (the "Early Tender Date"), the Company announced that according to information received from D.F King & Co., Inc, the tender and information agent for the Tender Offer, US$478,752,000 in aggregate principal amount of the Existing Notes, or approximately 91.19% of the outstanding Existing Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer as of the Early Tender Date.

In accordance with, and subject to, the ...