Tidewater Inc. (NYSE:TDW) (the “Company”) today announced it is
soliciting consents (the “Consent Solicitation”) from holders (the
“Holders”) of its outstanding 8.00% Senior Secured Notes due 2022
(the “Notes”) to approve amendments to the indenture relating to
the Notes (the “Indenture”) and related corresponding amendments to
the Security and Pledge Agreement (“Security Agreement) entered
into in connection with the issuance of the Notes (collectively,
the “Proposed Amendments”). The Proposed Amendments would increase
the Company’s operational and financial flexibility given its
financial and liquidity position. Adoption of the Proposed
Amendments requires the consent of Holders of at least a majority
of the outstanding aggregate principal amount of the Notes (the
“Requisite Consents”).
The Company also announced today that it is commencing a
standalone tender offer to purchase up to $125,000,000 aggregate
principal amount of the Notes through a cash tender offer (the
“Tender Offer”).
Certain information regarding the Notes is set forth in the
table below.
Series of Notes
CUSIP/ISIN Nos.
Outstanding Aggregate
Principal Amount
8.00% Senior Secured Notes due
2022
88642RAA7/ US88642RAA77
$349,793,230
The Consent Solicitation
The Consent Solicitation will expire at 5:00 p.m., New York City
time, on November 22, 2019, unless the Company extends it at its
sole discretion (such date and time, as it may be extended, the
“Solicitation Expiration Time”). The Company anticipates that the
effective time of the Proposed Amendments (the “Effective Time”)
will occur promptly after the receipt of the Requisite Consents at
or prior to the Solicitation Expiration Time. The Effective Time
may be prior to the Solicitation Expiration Time, and Holders will
not be given prior notice of the Effective Time. Consents that have
been validly delivered may be validly revoked until, but not after,
the Effective Time. The Proposed Amendments will become operative
upon payment of the Consent Payment (as defined below), subject to
the satisfaction of all other conditions of the Consent
Solicitation. If the Proposed Amendments are approved, the
amendments will be binding on all Holders, including those that did
not deliver their consent, but only Holders delivering valid and
unrevoked consents on or prior to the Solicitation Expiration Time
will receive a Consent Payment as described below. The Consent
Solicitation is contingent upon the satisfaction of certain
conditions, including the receipt of the Requisite Consents at or
prior to the Solicitation Expiration Time. The Company may amend,
extend or terminate the Consent Solicitation in its sole discretion
and subject to applicable law.
The Company is offering to pay each Holder who validly consents
and does not revoke such consent prior to the Solicitation
Expiration Time a consent payment of $2.50 and cash per $1,000 in
principle amount of Notes (the “Consent Payment”) for such Notes
whose consents has validly delivered in the manner described in the
Consent Solicitation Statement, subject to satisfaction or waiver
of all conditions to the Consent Solicitation. No portion of the
Consent Payment will be payable with respect to any Consents
received after the Solicitation Expiration Time.
For a complete statement of the terms and conditions of the
Consent Solicitation and the proposed amendments to the Indenture,
Holders should refer to the Consent Solicitation Statement.
Questions concerning the terms of the Consent Solicitation should
be directed to Deutsche Bank Securities Inc., the Solicitation
Agent, at (toll-free) (855) 287-1922 or (collect) (212) 250-7527.
D.F. King & Co., Inc. has been retained to serve as the
information agent for the Consent Solicitation. Requests for copies
of the Consent Solicitation Statement should be directed to D.F.
King & Co., Inc. at (toll-free) (877) 361-7966 or (collect)
(212) 269-5550 or email: tdw@dfking.com.
The Tender Offer
The Tender Offer will expire at 11:59 p.m., New York City time,
on December 9, 2019 (such date and time, as it may be extended, the
“Tender Offer Expiration Date”), unless earlier terminated. Under
the terms of the Tender Offer, Holders who validly tender and do
not validly withdraw their Notes and consents prior to 5:00 p.m.,
New York City time, on November 22, 2019, which time and date may
be extended (the “Early Tender Time”), will be eligible to receive
the “Total Consideration,” which is equal to $1,085 per $1,000
principal amount of Notes validly tendered. The Total Consideration
is equal to the sum of (i) $1,055 per $1,000 in principal amount of
Notes validly tendered, or the “Tender Offer Consideration,” plus
(ii) $30.00 per $1,000 in principal amount of the Notes validly
tendered, or the “Early Tender Premium.” Tendered Notes may be
withdrawn and the related consents may be revoked at any time prior
to 5:00 p.m., New York City time, on November 22, 2019, which time
and date may be extended, but not thereafter.
Holders who validly tender their Notes after the Early Tender
Time but on or before the Expiration Time will receive only the
Tender Offer Consideration. In both cases, Holders that tender
their Notes in the Tender Offer will also be paid accrued and
unpaid interest from the most recent interest payment date on the
Notes to, but not including, the applicable settlement date.
The completion of the Tender Offer is subject to the
satisfaction or waiver of certain conditions that are set forth in
the Offer to Purchase, including, among other things, receipt by
the Company of the Requisite Consents to approve the Proposed
Amendments and the execution and delivery of the new supplemental
indenture and amendment to the Security Agreement.
For a complete statement of the terms and conditions of the
Tender Offer, Holders should refer to the Offer to Purchase.
Questions concerning the terms of the Tender Offer should be
directed to Deutsche Bank Securities Inc., the Dealer Manager, at
(toll-free) (855) 287-1922 or (collect) (212) 250-7527. D.F. King
& Co., Inc. has been retained to serve as tender agent for the
Tender Offer. Requests for copies of the Offer to Purchase should
be directed to D.F. King & Co., Inc. at (toll-free) (877)
361-7966 or (collect) (212) 269-5550 or email: tdw@dfking.com.
The Tender Offer and the Consent Solicitation are two separate
transactions. Each of the transactions will be open to all Holders,
and each Holder is free to participate in either, both or neither
of the Tender Offer and the Consent Solicitation. Holders tendering
Notes in the Tender Offer are not required to provide a consent in
the Consent Solicitation, and the Consent Solicitation is not
conditioned on whether some, all or none of the Holders participate
in the Tender Offer. However, the acceptance of any tendered Notes
and the payment of the Tender Offer Consideration or the Total
Consideration, as applicable, is conditioned upon the receipt by
the Company of the requisite consents to approve the Proposed
Amendments on or before the Tender Offer Expiration Date. In
addition, the Tender Offer is not conditioned upon any minimum
principal amount of Securities being tendered.
None of the Company, its subsidiaries or affiliates, the
Solicitation Agent, the Dealer Manager, the Information Agent or
the Tabulation and Payment Agent is making any recommendation as to
whether holders of the Notes should consent or refrain from
consenting to the Proposed Amendments or participating in the
Tender Offer. Holders must make their own decision as to whether to
consent or participate in the Tender Offer. This press release is
not a solicitation of consents with respect to the Notes and does
not constitute an offer to sell or the solicitation of an offer to
buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering, solicitation or
sale would be unlawful. The Consent Solicitation is being made
solely by the Consent Solicitation Statement, dated November 8,
2019, which sets forth the complete terms of the Consent
Solicitation. The Tender Offer is being made solely by the Offer to
Purchase, dated November 8, 2019, which sets forth the complete
terms of the Tender Offer.
Cautionary Statement on Forward-Looking Language
In accordance with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, Tidewater notes that
certain statements set forth in this presentation provide other
than historical information and are forward looking. The unfolding
of future economic or business developments may happen in a way not
as anticipated or projected by Tidewater and may involve numerous
risks and uncertainties that may cause Tidewater’s actual
achievement of any forecasted results 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 Tidewater include, without limitation, the risk that the cost
savings and any other synergies from the business combination with
GulfMark Offshore, Inc. (the “business combination”) may not be
fully realized or may take longer to realize than expected;
disruptions from the business combination making it more difficult
to maintain relationships with customers, employees or suppliers;
the possibility of litigation related to the business combination;
the diversion of management’s time from day-to-day operations due
to the business combination; incurrence of substantial
transaction-related costs associated with the business combination;
the possibility of unanticipated costs being incurred to effectuate
the integration; new accounting policies and our consolidation
activities; fluctuations in worldwide energy demand and oil and
natural gas prices, and continuing depressed levels of oil and
natural gas prices without a clear indication of if, or when,
prices will recover to a level to support renewed offshore
exploration activities; fleet additions by competitors and industry
overcapacity; our limited capital resources available to replenish
our asset base, including through acquisitions or vessel
construction, and to fund our capital expenditure needs;
uncertainty of global financial market conditions and potential
constraints in accessing capital or credit if and when needed with
favorable terms, if at all; changes in decisions and capital
spending by customers in the energy industry and the industry
expectations for offshore exploration, field development and
production; consolidation of our customer base; 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; rapid
technological changes; delays and other problems associated with
vessel construction and maintenance; the continued availability of
qualified personnel and our ability to attract and retain them; the
operating risks normally incident to our lines of business,
including the potential impact of liquidated counterparties; our
ability to comply with covenants in our indentures and other debt
instruments; acts of terrorism and piracy; the impact of potential
information technology, cybersecurity or data security breaches;
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; the risks associated with our
international operations, including local content, local currency
or similar requirements especially in higher political risk
countries where we operate; labor changes proposed by international
conventions; increased regulatory burdens and oversight; changes in
laws governing the taxation of foreign source income; changes in
law, economic and global financial market conditions, including the
effect of enactment of U.S. tax reform or other tax law changes,
trade policy and tariffs, interest and foreign currency exchange
rate volatility, commodity and equity prices and the value of
financial assets; retention of skilled workers; enforcement of laws
related to the environment, labor and foreign corrupt practices;
the potential liability for remedial actions or assessments under
existing or future environmental regulations or litigation; and the
effects of asserted and unasserted claims and the extent of
available insurance coverage and the resolution of pending legal
proceedings. Readers should consider all of these risk factors, as
well as other information contained in Tidewater’s form 10-Ks and
10-Qs.
About Tidewater
Tidewater owns and operates one of the largest fleets of
Offshore Support Vessels in the industry, with over 60 years of
experience supporting offshore energy exploration and production
activities worldwide.
To learn more, visit the Tidewater website at: www.tdw.com.
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Tidewater Inc. Investor Relations Quintin Kneen +1
713-470-5300
SOURCE: Tidewater Inc.
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