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
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Outstanding Aggregate Principal Amount
8.00% Senior Secured Notes due 2022
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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: firstname.lastname@example.org.
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: email@example.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.
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.