Introduction
This Amendment No. 1 to the Schedule 13D (this
Amendment
) relates to the common stock, par value $0.01 per share
(
GulfMark Common Stock
), of GulfMark Offshore, Inc., a Delaware corporation (
GulfMark
), and amends the initial statement on Schedule 13D filed by Tidewater on July 25, 2018 (the
Schedule
13D
). Unless otherwise specified, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D.
On November 15, 2018, Tidewater completed its previously-announced business combination (the
Business Combination
)
with GulfMark and took various other related actions, as discussed further below.
ITEM 3.
|
Source and Amount of Funds or Other Consideration
|
The description of the completion of the Business Combination under Item 4 of this Amendment is incorporated by reference into this Item 3
as if fully set forth herein.
ITEM 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Completion of Business Combination
On November 15, 2018, pursuant to the terms and conditions of the Merger Agreement, the Business Combination was completed. The Business
Combination was effected through a
two-step
reverse merger, pursuant to which (i) Gorgon Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Tidewater, merged with and into GulfMark,
with GulfMark continuing as the surviving corporation and a wholly-owned subsidiary of Tidewater and then, immediately afterwards, (ii) GulfMark merged with and into Gorgon NewCo, LLC, a Delaware limited liability company and wholly-owned
subsidiary of Tidewater (
Gorgon
), with Gorgon continuing as the surviving entity and a direct, wholly-owned subsidiary of Tidewater (
Surviving Entity
).
Upon the effective time of the First Merger, each issued and then-outstanding share of GulfMark Common Stock was cancelled and automatically
converted into the right to receive 1.100 shares of Tidewater Common Stock, with cash paid in lieu of any fractional share. Additionally, each then-outstanding GulfMark warrant was automatically converted into the right to receive 1.100 shares of
Tidewater Common Stock upon payment to Tidewater of the applicable exercise price, subject to (i) all other terms and conditions of the applicable warrant agreement with substantially the same terms and conditions that applied to such warrant
prior to the closing, as assumed and amended by Tidewater effective upon the closing, including cash paid in lieu of any fractional share, and (ii) the limitations on foreign ownership set forth in Tidewaters amended and restated
certificate of incorporation intended to comply with the Jones Act.