NEW ORLEANS, May 17, 2017 /PRNewswire/ -- Tidewater Inc.
(NYSE: TDW) ("Tidewater" or the "Company") announced today that it
and certain of its subsidiaries (collectively with Tidewater, the
"Debtors"), have filed voluntary petitions under chapter 11 of
title 11 of the United States Code in the
United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court")
to pursue a prepackaged plan of reorganization (the "Prepackaged
Plan") in accordance with its previously announced restructuring
support agreement (the "RSA") with certain creditors to effectuate
a comprehensive balance sheet restructuring.
As previously disclosed, on May 12,
2017, the Debtors began soliciting votes on the Prepackaged
Plan from certain of the Company's creditors. The lenders
(the "Lenders") under the Company's Fourth Amended and Restated
Revolving Credit Agreement (the "Credit Agreement"), the holders of
the Company's 2010 Notes, 2011 Notes, and 2013 Notes (the "Senior
Notes" and collectively the holders thereof, the "Noteholders"), as
well as holders of sale leaseback claims that are anticipated to
arise from the Company's rejection in bankruptcy of certain sale
leaseback agreements pertaining to marine vessels chartered by
certain Debtors (the "Sale Leaseback Parties", together with the
Lenders and the Noteholders, the "General Unsecured Creditors"),
are treated as a single class for purposes of voting under the
Prepackaged Plan.
As previously announced, Tidewater plans to reject certain
sale-leaseback agreements for leased vessels currently in the
Company's fleet, and to limit the resulting rejection damages
claims to approximately $131
million. However, the Sale Leaseback Parties dispute
the amount of the rejection damages claims and a final resolution
of the amount of such claims will be subject to litigation.
As a result, there is no certainty as to the final amount of
sale-leaseback rejection damages claims that will be treated
pursuant to the Prepackaged Plan.
The Prepackaged Plan is supported by Lenders holding
approximately 60% of the outstanding principal amount of loans
under the Credit Agreement and Noteholders holding 99% of the
aggregate outstanding principal amount of the Senior Notes.
Collectively, these supporting Lenders and Noteholders also
constitute a majority in number of the holders of General Unsecured
Claims.
No trustee has been appointed, and the Debtors will continue to
operate the business as debtors-in-possession under the
jurisdiction of the Bankruptcy Court and fully expect to continue
existing operations and maintain staffing and equipment as normal
throughout the court-supervised financial restructuring
process. Tidewater has filed a series of motions with the
Bankruptcy Court to ensure a seamless transition into chapter 11
and has sought the approval of the Bankruptcy Court to continue
paying prepetition employee wages and salaries and to provide
employee benefits without interruption. The Company continues
to work closely with its suppliers and partners to ensure it meets
ongoing obligations and business continues uninterrupted.
Jeffrey M. Platt, Tidewater's
President and Chief Executive Officer states, "After much thought
and successful negotiations with certain of our economic
stakeholders, we decided that commencing the chapter 11 cases was
necessary to create financial stability which would allow Tidewater
to remain a formidable competitor given this unprecedented industry
downturn. Throughout the chapter 11 process, we anticipate
meeting ongoing obligations to our employees, customers, vendors,
suppliers, and others. We will continue to provide our
customers with dependable, high-quality services."
To support and effect the restructuring, the Debtors have filed
applications to retain, among others, Weil, Gotshal & Manges
LLP as restructuring counsel, Jones Walker LLP as corporate
counsel, Lazard Frères & Co. as investment banker, and
AlixPartners, LLP as restructuring advisor.
Subject to the approval of the Bankruptcy Court, the Prepackaged
Plan is expected to be consummated in approximately 45 days.
Tidewater believes it has adequate liquidity to maintain its
operations in the ordinary course and does not intend to seek any
debtor-in-possession financing during the pendency of the
bankruptcy cases.
The information contained in this press release is for
informational purposes only and does not constitute an offer to
buy, nor a solicitation of an offer to sell, any securities of the
Company, nor does it constitute a solicitation of consent from any
persons with respect to the transactions contemplated hereby and
thereby.
Forward-Looking Statements
In accordance with the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995, the Company notes that certain statements set forth in
this press release provide other than historical information and
are forward looking. The actual achievement of any forecasted
results, or the unfolding of future economic or business
developments in a way anticipated or projected by the Company,
involve numerous risks and uncertainties that may cause the
Company's actual performance to be materially different from that
stated or implied in the forward-looking statement. Among those
risks and uncertainties, many of which are beyond the control of
the Company, including, without limitation, the ability to confirm
and consummate a plan of reorganization in accordance with the
terms of the Prepackaged Plan; risks attendant to the bankruptcy
process, including the effects thereof on the Company's business
and on the interests of various constituents, the length of time
that the Company might be required to operate in bankruptcy and the
continued availability of working capital during the pendency of
such cases; risks associated with third party motions in the
bankruptcy cases, which may interfere with the ability to confirm
and consummate a plan of reorganization in accordance with the
terms of the Prepackaged Plan; potential adverse effects on the
Company's liquidity or results of operations; increased costs to
execute the reorganization in accordance with the terms of the
Prepackaged Plan; effects on the market price of the Company's
common stock and on the Company's ability to access the capital
markets; volatility in worldwide energy demand and oil and gas
prices, and continuing depressed levels of oil and gas prices,
without a clear indication of if, or when, prices will recover to a
level to support renewed offshore exploration activities;
consolidation of our customer base; fleet additions by competitors
and industry overcapacity; our views with respect to the need for
and timing of the replenishment of our asset base, including
through acquisitions or vessel construction; changes in capital
spending by customers in the energy industry for offshore
exploration, field development and production; loss of a major
customer; changing customer demands for vessel specifications,
which may make some of our older vessels technologically obsolete
for certain customer projects or in certain markets; delays and
other problems associated with vessel construction and maintenance;
uncertainty of global financial market conditions and difficulty in
accessing credit or capital; potential difficulty in meeting
financial covenants in material debt or other obligations of the
Company or in obtaining covenant relief from lenders or other
contract parties; acts of terrorism and piracy; integration of
acquired businesses and entry into new lines of business;
disagreements with our joint venture partners; significant weather
conditions; unsettled political conditions, war, civil unrest and
governmental actions, such as expropriation or enforcement of
customs or other laws that are not well developed or consistently
enforced, or requirements that services provided locally be paid in
local currency, in each case especially in higher political risk
countries where we operate; foreign currency fluctuations; labor
changes proposed by international conventions; increased regulatory
burdens and oversight; changes in laws governing the taxation of
foreign source income; retention of skilled workers; enforcement of
laws related to the environment, labor and foreign corrupt
practices; and the resolution of pending legal proceedings. Readers
should consider all of these risk factors as well as other
information contained in this press release.
Additional information about the bankruptcy cases is available
on the Company's website and at http://dm.epiq11.com/tidewater, or
via the Company's restructuring information line 844-843-0204 (toll
free) or 504-597-5543 (international calls).
Tidewater is the leading provider of Offshore Service Vessels
(OSVs) to the global energy industry.
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SOURCE Tidewater Inc.