As part of this transaction, OCEANICA LUX, a Luxembourg-incorporated subsidiary of Oceânica Engenharia e Consultoria, implemented a comprehensive refinancing of its existing indebtedness. Oceânica Engenharia e Consultoria is a Brazil-based provider of subsea engineering and offshore support services to the oil and gas industry. This included a cash tender offer and consent solicitation targeting its outstanding 13.00% senior secured notes due 2029, carried out in parallel with a Rule 144A / Regulation S issuance of USD 650,000,000 senior secured notes maturing in 2031.

The new financing was executed through an initial issuance followed by a subsequent tap and was structured to refinance Oceânica’s existing indebtedness. Proceeds were used in part to fund the repurchase of the existing notes and the tender offer, and otherwise for general corporate purposes. The new notes are guaranteed by Oceânica Engenharia e Consultoria and Oceanica Netherlands B.V., and benefit from a first-ranking security package over key operating assets of the group, including equipment, receivables and vessels.

Spanning Brazil, the United States, Luxembourg, the Netherlands and the Isle of Man, the deal highlights the complexity of multi-jurisdictional high-yield transactions combined with liability management exercises.

Our team was responsible for the Luxembourg and Dutch aspects of the transaction, including capital markets, tax and finance matters.

This deal emphasises Oceânica’s continued access to the international high-yield markets and its proactive approach to managing its capital structure through refinancing, maturity extension and cost optimisation. It also underscores our ability to support clients on large-scale, multi-jurisdictional transactions executed within tight timeframes.