Filing Flows › Oceaneering International (OII) › Takeover & LBO
Is Oceaneering International (OII) a takeover target?
A leveraged buyout at today's price plus 30% ($53.12 a share) would return about 0% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 2.6% of companies with its figures were bought within a year (0.52× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $53.12 | today's $40.86 plus 30% |
| × shares | 100.8 million | |
| = Equity value | $5.4B | |
| + Debt refinanced | $487M | |
| − Cash | $742M | |
| + Other claims | $4.6M | preferred stock, minority interests |
| = Enterprise value | $5.1B | 12.4× EBITDA of $411M |
| Fees | $102M | 2% of the price |
| New debt | $2.3B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $2.9B | 57% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $3.0B | $423M | $173M | $117M | $2.1B |
| Year 2 | $3.1B | $436M | $164M | $132M | $2.0B |
| Year 3 | $3.2B | $449M | $154M | $148M | $1.9B |
| Year 4 | $3.3B | $463M | $143M | $165M | $1.7B |
| Year 5 | $3.4B | $476M | $130M | $183M | $1.5B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 9.4× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $4.5B | |
| − Debt left | $1.5B | |
| = Buyer's equity | $3.0B | |
| Money multiple | 1.01× | on $2.9B put in |
| Buyer's yearly return (IRR) | 0.2% |
Price against return
What the buyer makes at other premiums over today's $40.86.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $44.95 | 7.1% |
| 20% | $49.03 | 3.3% |
| 30% | $53.12 | 0.2% |
| 40% | $57.20 | −2.5% |
| 50% | $61.29 | −4.7% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $2.9B | |
| EBITDA, last 12 months | $411M | 14.1% of revenue |
| Depreciation and amortization | $107M | |
| Capital spending | $92.1M | |
| Debt | $487M | |
| Cash | $742M | |
| Share price | $40.86 | on Oct 30, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 3.0% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 21% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Oceaneering International would cost about $54.14 a share, $5.5B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $49.03 | $4.9B |
| Median | 32.5% | $54.14 | $5.5B |
| High end (a quarter paid more) | 51.8% | $62.03 | $6.3B |
The odds, from history
Historically 2.6% of companies with its figures were bought within a year (0.52× the average). Its figures put it in decile 2 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Oceaneering International's latest quarter
Oceaneering International, Q3 2026: revenue $785M (+6% year over year), operating margin 11.7%, net earnings $52.6M, operating cash flow $163M. The chart follows the revenue to costs, profit and cash.
Questions
Is Oceaneering International being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Oceaneering International?
A leveraged buyout at today's price plus 30% ($53.12 a share) would return about 0% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of Oceaneering International cost?
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Oceaneering International would cost about $54.14 a share, $5.5B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.