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 a waiver under and amendments to the
indenture relating to the Notes (the “Indenture”, and such waiver
and amendments 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 concurrently
commencing (i) a tender offer to purchase up to $50,000,000
aggregate principal amount of the Notes through a cash tender
offer, subject to receipt of the Requisite Consents in the Consent
Solicitation (the “Tender Offer”), and (ii) a tender offer to
purchase up to $28,705,881 aggregate principal amount of the Notes
through a cash tender offer under the provisions of the Indenture
which require the Company to make a cash offer to the holders of
the Notes (“Holders”) within 60 days of the date that the Company
realizes proceeds from Asset Sales (as defined in the Indenture) in
excess of $25 million (the “Asset Sale Offer”). On September 14,
2020, this $25 million threshold was exceeded, triggering the
Company’s obligation to commence the Asset Sale Offer no later than
November 13, 2020. If the Requisite Consents in the Consent
Solicitation are obtained, the Company plans to complete the Tender
Offer and to terminate the Asset Sale Offer. Alternatively, if the
Requisite Consents in the Consent Solicitation are not obtained,
the Company plans to terminate the Tender Offer and complete the
Asset Sale Offer.
Certain information regarding the Notes is set forth in the
table below.
Title of Security
CUSIP/ISIN Number
Principal Amount
Outstanding
8.00% Senior Secured Notes due
2022
88642RAA7/ US88642RAA77
$197,049,428
The Consent Solicitation
The Consent Solicitation will expire at 5:00 p.m., New York City
time, on November 17, 2020, 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 in cash per $1,000 in
principal 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) (866) 751-6313 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 2, 2020 (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 17, 2020, which time and date may
be extended (the “Early Tender Time”), will be eligible to receive
the “Total Consideration,” which is equal to $1,005.00 per
$1,000.00 principal amount of Notes validly tendered. The Total
Consideration is equal to the sum of (i) $955.00 per $1,000.00 in
principal amount of Notes validly tendered, or the “Tender Offer
Consideration,” plus (ii) $50.00 per $1,000.00 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 17, 2020, 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.
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) (866) 751-6313 or (collect) (212) 269-5550 or email:
tdw@dfking.com.
The Asset Sale Offer
The Asset Sale Offer will expire at 11:59 p.m., New York City
time, on December 2, 2020 unless extended (such time and date, as
the same may be extended, the “Expiration Time”). Notes validly
tendered and accepted for payment pursuant to the Asset Sale Offer
will be purchased at a purchase price equal to the stated principal
amount of the Notes (the “Purchase Price”). Holders of Notes must
validly tender and not validly withdraw their Notes prior to the
Expiration Time to be eligible to receive the Purchase Price.
Holders whose Notes are purchased pursuant to the Asset Sale Offer
will also receive accrued and unpaid interest thereon (“Accrued
Interest”) from the immediately-preceding interest payment date up
to, but not including, the initial date of payment of the Purchase
Price for such Notes (the “Settlement Date”). The Purchase Price
and the Accrued Interest on the Notes purchased pursuant to the
Asset Sale Offer will be paid by the Company in
immediately-available funds promptly after the expiration of the
Asset Sale Offer on the Settlement Date. Assuming the Notes are
validly tendered and accepted for purchase at the Expiration Time,
the Company currently expects that Notes purchased pursuant to the
Asset Sale Offer would be paid for on December 4, 2020.
The completion of the Asset Sale Offer is subject to the
satisfaction or waiver of certain conditions that are set forth in
the Offer to Purchase. For a complete statement of the terms and
conditions of the Asset Sale Offer, Holders should refer to the
Offer to Purchase.
Questions and requests for assistance relating to the procedures
for tendering Notes or for additional copies of the offer
documents, including the Offer to Purchase, should be directed to
Wilmington Trust, National Association, the Depositary and Paying
Agent, at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-1615, Attention: WorkFlow Management, or
DTC Desk (DTC@wilmingtontrust.com).
Requests for assistance relating to the terms and conditions of the
Offer should be directed to the Company at 6002 Rogerdale Road,
Suite 600, Houston, TX 77072, Attention: Treasurer, Telephone:
(713) 470-5300. Requests for additional copies of the offer
documents may also be directed to your brokers, dealers, commercial
banks or trust companies.
Concurrent Transactions
The Consent Solicitation, Tender Offer and Asset Sale Offer are
three separate transactions. Each of the transactions will be open
to all Holders, and each Holder is free to participate in any of
the Tender Offer, the Consent Solicitation and the Asset Sale
Offer. However, any Notes tendered in the Tender Offer cannot be
tendered in the Asset Sale Offer, and any Notes tendered in the
Asset Sale Offer cannot be tendered in the Tender Offer. No Holder
is required to tender such Holder’s Notes in the Tender Offer or
the Asset Sale Offer, or to provide a consent in the Consent
Solicitation and receive the Consent Payment, nor is any Holder
required to provide its consent to this Consent Solicitation in
order to tender such Holder’s Notes in either the Tender Offer or
the Asset Sale Offer and receive the applicable Tender Offer or
Asset Sale Offer consideration. This Consent Solicitation is not
conditioned on whether some, all or none of the Holders participate
in the Tender Offer or the Asset Sale Offer, however, the Company’s
acceptance of Notes for payment in the Tender Offer is conditioned,
in addition to the satisfaction of other conditions, upon the
receipt of Requisite Consents of the Notes in this Consent
Solicitation and the execution and delivery of a new Supplemental
Indenture giving effect to the Proposed Amendments. The Company
intends to terminate (i) the Asset Sale Offer, if the Requisite
Consents of the Notes in the Consent Solicitation are received and
the Company thereupon expects to complete the execution and
delivery of the new Supplemental Indenture giving effect to the
Proposed Amendments, or (ii) the Tender Offer, if the Requisite
Consents of the Notes are not received in accordance with terms and
conditions of the Consent Solicitation.
None of the Company, its subsidiaries or affiliates, the
Solicitation Agent, the Dealer Manager, the Information Agent, the
Tabulation and Payment Agent or the Depositary and Paying Agent is
making any recommendation as to whether holders of the Notes should
consent or refrain from consenting to the Proposed Amendments or
participate in the Tender Offer or the Asset Sale Offer. Holders
must make their own decision as to whether to consent or
participate in the Tender Offer or the Asset Sale 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 3, 2020, which sets forth the complete terms of the
Consent Solicitation. The Tender Offer is being made solely by the
Offer to Purchase, dated November 3, 2020, which sets forth the
complete terms of the Tender Offer. The Asset Sale Offer is being
made solely by the Offer to Purchase, dated November 3, 2020, which
sets forth the complete terms of the Asset Sale 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 press release 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, 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, as needed,
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 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 regional or global public health crises or
pandemics; 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; natural disasters or 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; interest rate and 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; the potential liability for remedial actions or
assessments under existing or future environmental regulations or
litigation; the effects of asserted and unasserted claims and the
extent of available insurance coverage; and the resolution of
pending legal proceedings; and. Readers should consider all of
these risk factors, as well as other information contained in
Tidewater’s Form 10-K and Form 10-Qs.
About Tidewater
Tidewater owns and operates the largest fleet 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201103005811/en/
Jason Stanley Vice President Investor Relations & ESG
+1-713-470-5292 ir@tdw.com
SOURCE: Tidewater Inc.
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