OCEANICA LUX Announces Successful Pricing of U.S.$625,000,000 11.250% Senior Secured Notes Due 2031; Acceptance for Purchase of Notes Tendered Prior to the Early Tender Date; Elimination of Maximum Tender Amount; and Extension of Final Expiration Date

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 terms set forth in the Offer to Purchase, the Company has determined to amend its Tender Offer to eliminate the Maximum Tender Amount. The Company will accept for purchase any and all Existing Notes validly tendered prior to the Expiration Date (as defined below), including all of the Existing Notes validly tendered (and not validly withdrawn) as of the Early Tender Date. Consequently, with respect to the Existing Notes, the Proposed Amendments (as defined in the Offer to Purchase) will be effected to (A) eliminate the collateral package, and (B) eliminate substantially all of the restrictive covenants, certain events of default and related provisions, in each case as described in the Offer to Purchase.

In addition, the Company announces that it is extending the expiration date of the Tender Offer, which was previously scheduled to expire at 5:00 p.m., New York City time, on May 18, 2026 and will now expire at 5:00 p.m., New York City time, on May 20, 2026, unless the Tender Offer is further extended or earlier terminated (the “Expiration Date”).

Holders who have previously tendered their Existing Notes do not need to re-tender such Existing Notes or take any other action in response to the extension of the Tender Offer. The Withdrawal Deadline with respect to the Tender Offer has passed. Accordingly, Existing Notes that have been validly tendered pursuant to the Tender Offer may no longer be withdrawn, except as may be required by applicable law.

Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase will receive the Tender Offer Consideration of U.S.$1,040.00 for each U.S.$1,000 principal amount of Notes tendered, plus Accrued Interest (as defined in the Offer to Purchase), but will not receive the Early Tender Payment of U.S.$40.00 for each U.S.$1,000 principal amount of Notes tendered. Payment for all Notes validly tendered at any time prior to the Expiration Date and accepted for purchase will be made on the Final Settlement Date, which is expected to occur within two business days following the Expiration Date, or as promptly as practicable thereafter.

Our obligation to purchase Existing Notes pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase under “The Tender Offer and Consent Solicitation—Conditions to the Tender Offer and the Consent Solicitation,” including the successful consummation of the 2031 Notes Offering.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. The 2031 Notes and related guarantees have not been registered under the Securities Act, or any applicable state securities laws, and were offered only to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. Unless so registered, the 2031 Notes and related guarantees may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities laws.

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 the 2031 Notes Offering and Oceanica’s Tender Offer and Consent Solicitation. 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.

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