(ISIN Nos. US67525AAA07 / USL7151AAA45 /CUSIP NOS. 67525A AA0 / L7151A AA4)

Luxembourg, May 01, 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”), announced today the early tender results in connection with its previously announced offer to purchase for cash of 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”).

Because the aggregate principal amount of the Notes validly tendered and not validly withdrawn in the Tender Offer exceeds the Maximum Tender Amount, validly tendered Notes may be subject to proration (“Proration”), as more fully described in “The Tender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 Company reserves the right, in its sole discretion, to accept for purchase all Notes in excess of the Maximum Tender Amount or to increase the Maximum Tender Amount to accept additional notes tendered on or before the Early Tender Date. The Company expects to make a determination on whether to exercise this right on or about the pricing date of the Proposed New Notes Offering (as defined below) and in any event, no later than the Early Settlement Date. 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”).

The Early Tender Date for the Tender Offer and the Consent Solicitation was 5:00 p.m., New York City time, May 1, 2026 (the “Early Tender Date”). According to information received from D.F King & Co., Inc, the tender and information agent for the Tender Offer (the “Tender and Information Agent”), as of 5:00 p.m., New York City time, on May 1, 2026, US$478,752,000 in aggregate principal amount of the Notes, or approximately 91.19% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer.

Our 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 the successful consummation of an offering (the “Proposed New Notes Offering”) of U.S. dollar-denominated debt securities (the “New Notes” and the “Financing Condition”).

Simultaneously with the Tender Offer, we have conducted a solicitation of consents (the “Consent Solicitation”) from Holders of the Notes to effect certain Proposed Amendments (as defined in the Offer to Purchase) to the Indenture and related security documents as described in the Offer to Purchase.

Pursuant to the terms of the Offer to Purchase, considering that the aggregate principal amount of Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to the Early Tender Date exceeded U.S.$400,000,000, the Tender Offer will be subject to Proration unless we exercise our right in our sole discretion, to accept for purchase Notes in excess of the Maximum Tender Amount or to increase the Maximum Tender Amount, as follows:

Pursuant to the Consent Solicitation, we have received at least the Requisite Consents (as defined in the Offer to Purchase) for all the Proposed Amendments described in the Offer to Purchase.

Consequently, as previously announced, Oceanica expects to execute a supplemental indenture (the “Supplemental Indenture”) effecting the Proposed Amendments with respect to the Notes that will be effective upon execution but will only become operative upon the Early Settlement Date (as defined below).

Subject to satisfaction of the conditions, including the Financing Condition and the Company’s acceptance of the Notes validly tendered, Holders who validly tendered their Notes at or prior to the Early Tender Date in the manner described in the Offer to Purchase will be eligible to receive the applicable Total Consideration, which includes the applicable Tender Offer Consideration and the applicable Early Tender Payment, plus the applicable Accrued Interest, each as defined in the Offer to Purchase. 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”), which is expected to be on or about May 8, 2026.

The following table summarizes certain payment terms of the Tender Offer and Consent Solicitation:

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”). The Withdrawal Deadline with respect to the Tender Offer has passed. Accordingly, Notes which have been validly tendered and not validly withdrawn pursuant to the Tender Offer may no longer be withdrawn, except as may be required by applicable law.

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, each as defined in the Offer to Purchase. Payment for all the Notes that are validly tendered at any time prior to the Expiration Time and that are accepted for purchase will be made on the Final Settlement Date.

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.

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 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.

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. The Company may 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.