Tidewater Inc. (NYSE:TDW) (the “Company”) today announced that
the Company’s consent solicitation of the holders (the “Holders”)
of its 8.00% Senior Secured Notes due 2022 (the “Notes”)
successfully received the consent of the Holders of a majority of
the outstanding principal amount of the Notes on November 22, 2019
(the “Requisite Consents”).
The Company also announced today that pursuant to the previously
announced cash tender offer (the “Tender Offer”) for up to
$125,000,000 aggregate principal amount of the outstanding Notes
(the “Tender Cap”), approximately $285.5 million in aggregate
principal amount of the Notes were validly tendered and not validly
withdrawn on or prior to 5:00 p.m., New York City time, on November
22, 2019 (the “Early Tender Time”).
The Consent Solicitation
The Company had previously announced a solicitation of consents
from Holders of the Notes to certain proposed amendments (the
“Proposed Amendments”) to the indenture governing the Notes (the
“Indenture”) and the security and pledge agreement (the “Security
Agreement”) entered into in connection with the issuance of the
Notes (the “Consent Solicitation”).
Following the receipt of the Requisite Consents, the Company
entered into a supplemental indenture to the Indenture and an
amendment to the Security Agreement giving effect to the Proposed
Amendments. However, the Proposed Amendments will not become
operative until the consent payment for such Notes whose consents
have been validly delivered is paid. The settlement date for the
consent payment is expected to be November 26, 2019, assuming the
satisfaction or waiver of certain conditions that are set forth in
the consent solicitation statement, dated November 8, 2019 (the
“Consent Solicitation Statement”),
For a complete statement of the terms and conditions of the
Consent Solicitation and the Proposed Amendments, 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
Holders of Notes that validly tendered and did not validly
withdraw their Notes prior to the Early Tender Time are 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.”
The settlement date for the Notes that were validly tendered and
not validly withdrawn on or prior to the Early Tender Time is
expected to be November 26, 2019, the second business day after the
Early Tender Time, assuming the satisfaction or waiver of certain
conditions that are set forth in the offer to purchase, dated
November 8, 2019 (the “Offer to Purchase”).
As of the Early Tender Time, the Company had been advised by
D.F. King & Co., Inc., as the tender agent for the Tender
Offer, that Holders of $285,507,366 aggregate principal amount of
the outstanding notes had validly tendered their Notes pursuant to
the Offer. The amount of Notes accepted for purchase by each
tendering Holder will be determined by multiplying each Holder’s
tender of the Notes by the proration factor, and rounding the
product down to the nearest $1.00. The proration factor for the
Tender Offer will be approximately 43.78%.
The Company does not expect to accept for purchase any Notes
tendered after the Early Tender Time because the aggregate
principal amount of Notes tendered would result in an aggregate
purchase price that exceeds the Tender Cap. 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.
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 were, and the Tender Offer
is still, open to all Holders, and each Holder was, and with
respect to the Tender Offer is still, free to participate in the
Tender Offer. Holders tendering Notes in the Tender Offer are not
required to have provided a consent in the Consent Solicitation,
and the Consent Solicitation was 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, was conditioned upon the receipt by the Company of the
requisite consents to approve the Proposed Amendments on or before
the Tender Offer Expiration Date, which has been satisfied. In
addition, the Tender Offer is not conditioned upon any minimum
principal amount of Notes 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 participate in the Tender
Offer. Holders must make their own decision as to whether to
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 was made solely by
the Consent Solicitation Statement, which set forth the complete
terms of the Consent Solicitation. The Tender Offer is being made
solely by the Offer to Purchase, 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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191125005790/en/
Tidewater Inc. Investor Relations Quintin Kneen
+1-713-470-5300
SOURCE: Tidewater Inc.
Tidewater (NYSE:TDW)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tidewater (NYSE:TDW)
Historical Stock Chart
From Apr 2023 to Apr 2024