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 17, 2020
(the “Requisite Consents”).
The Company also announced today that pursuant to the previously
announced cash tender offer (the “Tender Offer”) for up to
$50,000,000 aggregate principal amount of the outstanding Notes
(the “Tender Cap”), approximately $145.1 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withdrawn on or prior to 5:00 p.m., New York City time, on November
17, 2020 (the “Early Tender Time”).
In addition, the Company announced that it has terminated its
concurrent 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 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”).
The Consent Solicitation
The Company had previously announced a solicitation of consents
(the “Consent Solicitation”) from Holders of 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”).
Following the receipt of the Requisite Consents, the Company
entered into a supplemental indenture to the Indenture giving
effect to the Proposed Amendments. However, the Proposed Amendments
will not become operative until payment of the consent fee to the
Holders whose consents have been validly delivered, and
satisfaction of other customary closing conditions. The settlement
date for the consent fee payment is expected to be November 19,
2020, assuming the satisfaction or waiver of certain conditions
that are set forth in the consent solicitation statement, dated
November 3, 2020, as amended by Amendment No. 1 thereto dated
November 6, 2020 (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) (866) 751-6313 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 $1,005.00 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.”
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 19, 2020, 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 3, 2020 (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 $145,075,229 aggregate principal amount of
the outstanding Notes had validly tendered their Notes pursuant to
the Tender Offer. The amount of Notes accepted for purchase from
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 34.4649%.
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 2, 2020 (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) (866) 751-6313 or (collect) (212) 269-5550 or email:
tdw@dfking.com.
The Asset Sale Offer
The Asset Sale Offer commenced on November 3, 2020 and, prior to
its termination by the Company, was scheduled to expire at 11:59
p.m., New York City time, on December 2, 2020, unless extended. Any
Notes that were validly tendered and not validly withdrawn pursuant
to the Asset Sale Offer will not be accepted for purchase, and will
be returned to the tendering Holders promptly.
Questions and requests for assistance relating to the procedures
for the return of Notes validly tendered and not withdrawn pursuant
to the Asset Sale Offer, or for additional copies of the offer
documents, including the Offer to Purchase for the Asset Sale
Offer, 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 Asset Sale 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 was, and the
Tender Offer is still, open to all Holders. Prior to the expiration
of the Consent Solicitation and termination of the Asset Sale
Offer, each Holder was free to participate in any of the Consent
Solicitation, the Tender Offer and the Asset Sale 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 participated in the Tender Offer or the Asset Sale
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. The
Company has terminated the Asset Sale Offer, due to its receipt of
the Requisite Consents of the Holders in the Consent Solicitation,
the execution and delivery of the new Supplemental Indenture giving
effect to the Proposed Amendments and the Company’s expectation
that cash settlement for the Tender Cap aggregate principal amount
of Notes that were validly tendered and not validly withdrawn
pursuant to the Tender Offer on or prior to the Early Tender Time,
applying the proration factor described above, will occur on or
about November 19, 2020.
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
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 sets
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. The Asset Sale Offer
has been terminated and was 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. 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 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/20201118006113/en/
Jason Stanley Vice President Investor Relations & ESG
+1-713-470-5292 ir@tdw.com
SOURCE: Tidewater Inc.
Tidewater (NYSE:TDW)
Historical Stock Chart
From Feb 2024 to Mar 2024
Tidewater (NYSE:TDW)
Historical Stock Chart
From Mar 2023 to Mar 2024