TIDEWATER INC. (NYSE:TDW) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Restructuring Support Agreement
On May11, 2017, Tidewater Inc. (Tidewater or the Company) and
certain of its subsidiaries (collectively with Tidewater, the
Debtors) entered into a Restructuring Support Agreement (the RSA)
with certain of its creditors (collectively, the Consenting
Creditors), specifically: (i)lenders holding 60% of the
outstanding principal amount of the loans under Tidewaters Fourth
Amended and Restated Revolving Credit Agreement, dated as of
June21, 2013 (the Credit Agreement), between the Company as
borrower, each of the guarantors named therein, Bank of America,
N.A., as administrative agent and the lenders party thereto (the
Consenting Tidewater Lenders) and (ii)holders of 99% of the
aggregate outstanding principal amount of Tidewaters (a) 3.90%
Senior Notes, 2010-Series B due December30, 2017, 3.95% Senior
Notes, 2010-Series C due December30, 2017, 4.12% Senior Notes,
2010-Series D due December30, 2018, 4.17% Senior Notes,
2010-Series E due December30, 2018, 4.33% Senior Notes,
2010-Series F due December30, 2019, 4.51% Senior Notes,
2010-Series G due December30, 2020, 4.56% Senior Notes,
2010-Series H due December30, 2020, and 4.61% Senior Notes,
2010-Series I due December30, 2022 (collectively, the 2010
Notes), (b) 4.06% Senior Notes, Series 2011-A due March31, 2019,
4.64% Senior Notes, Series 2011-B due June30, 2021, and 4.54%
Senior Notes, Series 2011-C due June30, 2021
(collectively, the 2011 Notes), and (c) 4.26% Senior Notes,
Series 2013-A due November16, 2020, 5.01% Senior Notes, Series
2013-B due
November15, 2023, and 5.16% Senior Notes, Series 2013-C due
November17, 2025 (collectively, the 2013 Notes, and together with
the 2010 Notes and the 2011 Notes, the Notes) (such holders, the
Consenting Noteholders). The RSA contemplates that the Company
will file a petition for voluntary relief under chapter 11 of
title 11 of the United States Bankruptcy Code (the Bankruptcy
Code) in the United States Bankruptcy Court in the District of
Delaware (the Bankruptcy Court) on or before May17, 2017, seeking
confirmation of the proposed Joint Prepackaged Chapter 11 Plan of
Reorganization of Tidewater Inc. and its Affiliated Debtors
annexed to the RSA (as proposed, the Prepackaged
Plan).
The RSA includes certain
covenants on the part of each of the Company and the Consenting
Creditors, including, among other things, the agreement of each
of the Consenting Creditors to: (i)vote or cause to be voted any
claim it holds against the Debtors in favor of the acceptance of
the Prepackaged Plan and not (a)change or withdraw (or cause to
be changed or withdrawn) any vote cast to accept the Prepackaged
Plan, (b)object to, delay, impede, or take any action to
interfere with, delay, or postpone consummation of the
transactions contemplated under the Prepackaged Plan, or
(c)solicit, encourage, propose, file, support, participate in the
formulation of or vote for any restructuring, sale of assets,
merger, workout, or plan of reorganization for the Debtors other
than the Prepackaged Plan, and (ii)subject to certain exceptions,
limit its ability to transfer any claims it holds.
Under the RSA, the Debtors
have agreed, among other things, to: (i)act in good faith and use
reasonable best efforts to support and complete successfully the
solicitation of votes to accept the Prepackaged Plan (the
Solicitation) in accordance with the RSA; (ii)use reasonable best
efforts to obtain any and all required regulatory and/or third
party approvals of the Debtors restructuring; (iii)take no
actions materially inconsistent with the RSA, the Prepackaged
Plan, or the confirmation and consummation of the Prepackaged
Plan, unless Tidewaters board of directors or managers (or
comparable governing body), members, or partners, as applicable,
determine, in good faith after consultation with outside counsel,
that the failure to take such action is inconsistent with their
fiduciary duties, upon which determination the Company shall
promptly notify the Consenting Creditors in accordance with the
RSA; and (iv)do all things reasonably necessary and appropriate
in furtherance of confirming the Prepackaged Plan and
consummating the Debtors restructuring and the transactions
contemplated thereby, including, but not limited to, supporting
and taking all actions that are necessary and appropriate to
facilitate approval of the disclosure statement related to the
Solicitation (the Disclosure Statement), confirmation of the
Prepackaged Plan, and consummation of the Debtors restructuring
in accordance with the RSA.
The RSA also provides for
termination by each party upon the occurrence of certain events,
including, without limitation, the failure of the Company to
achieve certain milestones.
A copy of the RSA, including
the Prepackaged Plan annexed thereto, is filed as Exhibit 10.1
hereto and is incorporated herein by reference. The above summary
description of the RSA is qualified in its entirety by the
complete text of such exhibit.
Proposed Joint Prepackaged
Chapter 11 Plan of Reorganization
The Company commenced the
Solicitation on May12, 2017 in accordance with the RSA. In
connection with the commencement of the Solicitation, the
Disclosure Statement was distributed to certain creditors of the
Company. Included in the Disclosure Statement is a copy of the
proposed form of the Prepackaged Plan. The Prepackaged Plan is
subject to the approval of the Bankruptcy Court and anticipates,
among other things, that on the effective date of the Prepackaged
Plan (the Effective Date):
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The lenders under the Credit Agreement, the holders of Notes, and the lessor parties (the Sale Leaseback Parties) to certain sale leaseback agreements holding claims thereunder (the General Unsecured Creditors and the claims thereof, the General Unsecured Claims) will receive their pro rata share of (a)$225million of cash, (b)subject to the limitations discussed below, common stock and, if applicable, warrants (the Jones Act Warrants) to purchase common stock, representing 95% of the pro forma common equity in reorganized Tidewater (subject to dilution by a management incentive plan and the exercise of warrants issued to existing stockholders under the Prepackaged Plan as described below); and (c)new 8% fixed rate secured notes due in 2022 in the aggregate principal amount of $350million (the New Secured Notes). |
The Company and the Sale
Leaseback Parties are not in agreement with respect to the amount
of claims of the Sale Leaseback Parties (the Sale Leaseback
Claims). Accordingly, on the Effective Date, a portion of the
above consideration in cash, Jones Act Warrants, and New Secured
Notes in an amount that the Company believes represents the
maximum possible distributions owing on account of the Sale
Leaseback Claims will be withheld from the cash, Jones Act
Warrants, and New Secured Notes distributed to allowed General
Unsecured Claims on account of such disputed Sale Leaseback
Claims as they are resolved. To the extent the Sale Leaseback
Claims are resolved for less than the amount withheld, the
remainder will be distributed to holders of allowed General
Unsecured Claims pro rata.
To assure the continuing
ability of certain vessels owned by the Companys subsidiaries to
engage in U.S. coastwise trade, the number of shares of the
Companys common stock that would otherwise be issuable to the
allowed General Unsecured Creditors may be adjusted to assure
that the foreign ownership limitations of the United States Jones
Act are not exceeded. The Jones Act requires any corporation that
engages in coastwise trade be a U.S. citizen within the meaning
of that law, which requires, among other things, that the
aggregate ownership of common stock by non-U.S. citizens within
the meaning of the Jones Act be not more than 25% of its
outstanding common stock. The Prepackaged Plan requires that, at
the time Tidewater emerges from bankruptcy, not more than 22% of
the common stock will be held by non-U.S. citizens. To that
end, the Prepackaged Plan provides for the issuance of a
combination of common stock of reorganized Tidewater and the
Jones Act Warrants to purchase common stock of reorganized
Tidewater on a pro rata basis to any non-U.S. citizen among the
allowed General Unsecured Creditors whose ownership of common
stock, when combined with the shares to be issued
to
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existing Tidewater
stockholders that are non-U.S. citizens, would otherwise cause
the 22% threshold to be exceeded. The Jones Act Warrants will not
grant the holder thereof any voting or control rights or dividend
rights, or contain any negative covenants restricting the
operation of the Companys business. Generally, the Jones Act
Warrants will be exercisable immediately at a nominal exercise
price, subject to restrictions contained in the Companys new
certificate of incorporation designed to assure the Companys
continuing eligibility to engage in coastwise trade under the
Jones Act that prohibit the exercise of such warrants where such
exercise would cause the total number of shares held by non-U.S.
citizens to exceed 24%. Tidewater will establish, under its
charter and through DTC, appropriate measures to assure
compliance with these ownership limitations.
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The Companys existing shares of common stock will be cancelled as of the Effective Date. Existing common stockholders of Tidewater will receive their pro rata share of common stock representing 5% of the pro forma common equity in reorganized Tidewater (subject to dilution by a management incentive plan and the exercise of warrants issued to existing stockholders under the Prepackaged Plan) and six year warrants to purchase additional shares of common stock of reorganized Tidewater. These warrants will be issued in two tranches, with the first tranche (the Series A Warrants) being exercisable immediately, at an aggregate exercise price based upon an equity value of the Company of approximately $1.71billion, and the second tranche (the Series B Warrants) being exercisable immediately, at an aggregate exercise price based upon an equity value of the Company of $2.02billion. The Series A Warrants will be exercisable for a number of shares equal to 7.5% of the sum of (i)the total outstanding shares of common stock after completion of the transactions contemplated by the Prepackaged Plan, and (ii)any shares issuable upon exercise of the Jones Act Warrants and the Series A Warrants, while the Series B Warrants will be exercisable for a number of shares equal to 7.5% of the sum of (x)the total outstanding shares of common stock after completion of the transactions contemplated by the Prepackaged Plan, and (y)any shares issuable upon the exercise of the Jones Act Warrants, the Series A Warrants, and Series B Warrants. Like the Jones Act Warrants, the Series A Warrants and the Series B Warrants will not grant the holder thereof any voting or control rights or dividend rights, or contain any negative covenants restricting the operation of the Companys business and will be subject to the restrictions in the Companys new certificate of incorporation described above that prohibit the exercise of such warrants where such exercise would cause the total number of shares held by non-U.S. citizens to exceed 24%. |
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The undisputed claims of other unsecured creditors such as customers, employees, and vendors, will be paid in full in the ordinary course of business (except as otherwise agreed among the parties). |
The information contained in
the RSA, including the Prepackaged Plan, the Disclosure
Statement, and this Form 8-K are for informational purposes only
and do not constitute an offer to buy, nor a solicitation of an
offer to sell, any securities of the Company, nor do they
constitute a solicitation of consent from any persons with
respect to the transactions contemplated hereby and thereby.
While we expect the restructuring will take place in accordance
with the Prepackaged Plan, there can be no assurance that the
Company will be successful in completing a restructuring.
Stockholders are urged to read the disclosure materials,
including the RSA, the Disclosure Statement, and the Prepackaged
Plan, for additional important information regarding the
restructuring.
Troms Forbearance
Agreement and Amendment to the Troms Facility
Agreement
As previously disclosed, on
May25, 2012, the Debtors, as guarantors, entered into a Term Loan
Facility Agreement as amended and restated (the Troms Facility
Agreement) with Troms Offshore Supply AS,
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as borrower (the Troms
Borrower), Eksportkreditt Norge AS and Kommunal
Landspensjonskasse Gjensidig Forsikringsselskap as lenders (the
Troms Lenders), and certain bank guarantors party thereto
(together with the Troms Lenders, the Troms Finance Parties). On
May11, 2017, the Debtors, the Troms Borrower, the Troms Finance
Parties, the Additional Obligors (as defined herein) and
Garantiinstituttet for Eksportkreditt and DNB Capital LLC as
additional lenders (the Additional Lenders), entered into an
Amendment and Restatement Agreement No.4 (the Fourth Amendment),
to which, among other things, (a)the Additional Lenders agreed to
make available to the Troms Borrower a new term loan for
$5,068,863, (b) Troms Offshore Fleet Holding AS, Troms Offshore
Fleet 1 AS, Troms Offshore Fleet 2 AS, Troms Offshore Fleet 3 AS,
Troms Offshore Fleet 4 AS, and JB Holding Company BV, each an
indirect, wholly-owned foreign subsidiary of the Company, agreed
to serve as additional obligors of the obligations thereunder
(collectively, the Additional Obligors), and (c)the Debtors, the
Troms Borrower, the Additional Obligors, the Troms Finance
Parties, and the Additional Lenders agreed to amend and restate
the Troms Facility Agreement (the Amended and Restated Troms
Facility Agreement). The Fourth Amendment will become effective
on the Effective Date.
A copy of the Fourth
Amendment, including the Amended and Restated Term Loan Facility
Agreement annexed thereto, is filed as Exhibit 10.2 hereto and is
incorporated herein by reference. The above description is
qualified in its entirety by the complete text of such
exhibit.
On May11, 2017, the Debtors
entered into a Forbearance Agreement (the Forbearance Agreement)
with the Troms Borrower, the Additional Obligors, DNB Bank ASA,
New York Branch, as agent on behalf of the Troms Finance Parties,
and the Norwegian Export Credit Guarantee Agency, as bank
guarantor, which Forbearance Agreement relates to the Troms
Facility Agreement.
to the Forbearance Agreement,
among other provisions, the Troms Finance Parties have agreed
that during the Forbearance Period (as defined below), subject to
certain conditions precedent and continuing conditions, they will
not enforce, or otherwise take any action to direct enforcement
of, any of the rights and remedies available to the Finance
Parties under the Troms Facility Agreement or otherwise,
including, without limitation, any action to accelerate, or join
in any request for acceleration of, the Troms Facility Agreement
due to the Company commencing voluntary cases under chapter 11 of
the Bankruptcy Code as contemplated by the RSA and the continued
existence of certain specified events of default. The Forbearance
Period began on May11, 2017 and ends on the earliest of
(i)August30, 2017, (ii) the occurrence of any event of default
under the Troms Facility Agreement, other than certain specified
events of default, and (iii)the termination of the RSA as a
result of the occurrence of any (a)Creditor Termination Event (as
defined in the RSA), (b) Tidewater Termination Event (as defined
in the RSA), or (c)other termination of the RSA under its
terms.
A copy of the Forbearance
Agreement is filed as Exhibit 10.3 hereto and is incorporated
herein by reference. The above description of the Forbearance
Agreement is qualified in its entirety by the complete text of
such exhibit.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description of the Troms
Forbearance Agreement and the Amendment to the Troms Facility
Agreement set forth above in Item1.01 are incorporated by
reference into this Item 2.03.
| Item3.03 |
Material Modification to Rights of Security Holders. |
The description of the Troms
Forbearance Agreement and the Amendment to the Troms Facility
Agreement set forth above in Item1.01 are incorporated by
reference into this Item 3.03.
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| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Management Incentive
Plan
A new Management Incentive
Plan (the Tidewater Inc. 2017 Stock Incentive Plan or MIP) is
included as an exhibit to the RSA and would be effective upon the
Prepackaged Plans approval by the Bankruptcy Court, subject to
ratification by the board of directors of Tidewater as of the
Effective Date (the New Board). Common stock representing 8% of
the pro forma fully diluted common equity in reorganized
Tidewater would be reserved for issuance under the MIP; 3% would
be issued as grants of time-based restricted stock units within
30 days of the Effective Date (the Emergence Grants), with up to
5% available for future grants in the discretion of the
Compensation Committee of the New Board.
Each of the Emergence Grants
will vest in three equal installments on each of the first three
anniversaries of the date of grant, subject to continued
employment, or if earlier, such grants will vest in full upon an
involuntary termination of employment without cause or a
voluntary resignation with good reason (each as defined in the
MIP). The Emergence Grants also contain a customary covenant not
to disclose confidential information of Tidewater, a one-year
post-employment covenant not to compete, and a two-year
post-employment covenant not to solicit employees away from
Tidewater.
Each of Tidewaters named
executive officers Jeffrey M. Platt, President, Chief Executive
Officer and Director; Quinn P. Fanning, Executive Vice President
and Chief Financial Officer, Jeffrey A. Gorski, Executive Vice
President and Chief Operating Officer; Bruce D. Lundstrom,
Executive Vice President, General Counsel and Secretary; and
Joseph M. Bennett, Executive Vice President and Chief Investor
Relations Officer (together, the Executives) is eligible to
participate in the MIP. However, only three of the Executives
(Messrs. Fanning, Gorski, and Lundstrom) will receive an
Emergence Grant, with each such grant equal to 17% of the
aggregate Emergence Grants, and the remaining 49% of the
Emergence Grants allocated among other officers and key
employees.
Mr.Platt, as Chief Executive
Officer, elected not to receive an Emergence Grant and any MIP
grant to him will be determined by the New Board after the
Effective Date. Mr.Bennett, who has 27 years of service with
Tidewater, also elected not to receive an Emergence Grant, given
that he anticipates retiring from the Company prior to the end of
the full three-year vesting period for the Emergence
Grants.
Change in Control
Waivers
On May11, 2017, Tidewater
entered into letter agreements with each officer of the Company,
including each of the Executives. These letter agreements (the
CiC Waivers) amend certain existing compensation arrangements as
described in greater detail below.
The CiC Waiver for each
Executive provides that (1)the consummation of the Debtors
restructuring transaction will not be a Change in Control under
(a)his current Change in Control Agreement (the CiC Agreement),
(b) his incentive agreements, dated March17, 2015 and March21,
2016, providing for the grant of options and cash-based
performance awards (the Cash-Based Agreements), or (c)his
outstanding phantom stock unit agreements (the Phantom Stock
Agreements); and (2)any outstanding unvested phantom stock units
to the Phantom Stock Agreements held by the Executive will be
forfeited, without any payment to the Executive, immediately
prior to the Effective Date.
In addition, the CiC Waiver
for each Executive who is scheduled to receive an Emergence Grant
(Messrs. Fanning, Gorski, and Lundstrom) provides that any
unvested CBP awards (as defined in the Cash-Based Agreements)
will be forfeited, without any payment to the Executive,
immediately prior to the Effective Date.
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The CiC Waivers will
automatically terminate and become null and void in the event
that (1)during the pendency of the restructuring, there is a
material change to the terms of the RSA that results in any
party, other than the Consenting Creditors, (a)receiving a
majority of the voting common stock of the Company as of the
Effective Date or (b)gaining control of all or substantially all
of the assets of the Company and its subsidiaries through an
asset sale in bankruptcy; (2)the consummation of the
restructuring does not occur; or (3)the existing non-qualified deferred
compensation plans in which the Executive participates are not
assumed as executory contracts as part of the Prepackaged
Plan.
Additionally, for each
Executive who is receiving an Emergence Grant, the CiC Waiver
will terminate if, within 30 days of the Effective Date, the New
Board fails to adopt the MIP or to award the Executive his
Emergence Grant. In addition to voiding the CiC Waiver, the
non-occurrence of either of these events will constitute Good
Reason under the Executives CiC Agreement. If not cured within
the cure period provided in the CiC Agreement, the Executive may
terminate his employment, in which case he will be entitled to a
cash payment in an amount equal to the fair market value of his
scheduled Emergence Grant, which will be in addition to any other
amounts owed to him under the terms of his CiC
Agreement.
Although Mr.Platt elected not
to receive an Emergence Grant, his CiC Waiver includes a
condition similar to that described in the last paragraph.
Specifically, the New Boards non-adoption of the MIP or its
failure to award an Emergence Grant to any officer with the title
of Vice President or higher to whom an Emergence Grant has been
allocated (except as otherwise agreed by that officer) voids his
CiC Waiver and will constitute Good Reason for termination under
Mr.Platts CiC Agreement, subject to its notice and cure
provisions.
| Item7.01. | Regulation FD Disclosure. |
On May12, 2017, Tidewater
issued a press release announcing the signing of the RSA and the
Solicitation, as described in Item 1.01. A copy of the press
release is being furnished as Exhibit 99.1 and is incorporated
into this Item 7.01 by reference. As described above, the
Disclosure Statement was distributed to certain creditors of the
Company on May12, 2017. A copy of the Disclosure Statement is
being furnished as Exhibit 99.2 and is incorporated into this
Item 7.01 by reference.
The Disclosure Statement,
which is being used in connection with the solicitation of
consents from the General Unsecured Creditors, contains certain
projections and valuation analyses of future financial
performance (the Financial Projections). These Financial
Projections, which were prepared in March of 2017, have been
based on expectations, beliefs, opinions, and assumptions of
management believed to be reasonable at the time they were made.
There is no assurance that such expectations, beliefs, opinions,
and assumptions will be realized in whole or substantial part,
and actual future financial results are likely to vary materially
from the forward-looking information presented therein. As the
Financial Projections cover future years, such information by its
nature becomes less predictive and less reliable with each
successive year. The Financial Projections were not prepared in
accordance with generally accepted accounting principles or
published guidelines established by the American Institute of
Certified Public Accountants for preparation and presentation of
prospective financial information.
The Financial Projections
reflect numerous assumptions made by the Companys management with
respect to financial condition, business and industry
performance, general economic, market and financial conditions,
and other matters, all of which are difficult to predict and many
of which are beyond the Companys control. These Financial
Projections are being furnished because they are being provided
to lenders and noteholders in connection with the consent
solicitation, and they should not be regarded as
an
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indication that Tidewater or
any other person considered, or now considers, this information
to be predictive of actual future results, and does not
constitute an admission or representation by any person that such
information is material, or that the expectations, beliefs,
opinions, and assumptions that underlie such Financial
Projections remain the same as of the date of this Current Report
on Form 8-K, and readers are cautioned not to place undue
reliance on the prospective financial
information.
Neither the independent
auditor of Tidewater nor any other independent accountant has
examined, compiled, or performed any procedures with respect to
the Financial Projections. Accordingly, none has expressed any
opinion or any other form of assurance on such information or its
achievability and none assumes any responsibility for the
Financial Projections.
The Company does not, as a
matter of course, publish its business plans or strategies,
projections or anticipated financial positions. Accordingly, the
Company does not anticipate that it will, and disclaims any
obligation to, furnish updated business plans or projections. For
additional information on factors that may cause actual future
financial results to vary materially from the information
presented herein, see the section on forward-looking statements
below and the risk factors set forth in Article XI of the
Disclosure Statement.
The information furnished to
Item 7.01, including Exhibits 99.1 and 99.2, are not, and shall
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to liabilities of that Section, unless the registrant
specifically states that the information is to be considered
filed under the Exchange Act or incorporates it by reference into
a filing under the Exchange Act or the Securities Act of 1933, as
amended.
| Item8.01. | Other Events. |
Gulf Island Vessel
Contract Dispute. Tidewater Marine, L.L.C. (Tidewater
Marine), an operating subsidiary of Tidewater, entered into a
contract with LEEVAC Shipyards Jennings, L.L.C. to build two
Platform Supply Vessels (each a PSV). This contract was
subsequently assigned to Gulf Island Shipyards, L.L.C. (Gulf
Island) in January 2016. Prior to its scheduled delivery in
January 2017, Tidewater Marine rejected the first of the two PSVs
and withheld a final contractual milestone payment for failure of
the vessel to meet certain significant contract specifications.
Thereafter, Tidewater Marine delivered a formal notice of default
to Gulf Island demanding a cure of the contract deficiencies,
following which Gulf Island declared Tidewater Marine in
contractual default for refusing to accept delivery of the vessel
and filed a notice of claim of lien with the U.S. Coast Guard.
Subsequently, Tidewater Marine submitted a demand to Gulf Island
seeking a refund of all amounts paid by Tidewater Marine to date,
totaling $42,706,259, plus accrued contractual
interest.
On March10, 2017, Gulf Island
filed a notice of arbitration before the Houston Maritime
Arbitrators Association alleging breach of contract with respect
to Tidewater Marines rejection of the first PSV and anticipatory
breach of contract based on Tidewater Marines anticipated
rejection of the second PSV. Through this arbitration, Gulf
Island is seeking an order requiring Tidewater Marine to take
delivery of both vessels and to reimburse Gulf Island for costs
incurred by Gulf Island. Tidewater Marine is evaluating its next
steps in the arbitration. A date for arbitration has not yet been
set.
Novation of Shipbuilding
Contract for Troms Polaris. On May8, 2014, Tidewater Marine
entered into a shipbuilding contract with Tersan Tersanecilik
Sanayi Ve Ticaret A.S. (the Builder) to build a PSV (the Troms
Polaris). On April5, 2017, Tidewater Marine and the Builder
entered into a novation agreement with Sevnor North Limited
(Sevnor) and closed the transactions contemplated by the novation
agreement the same day. to the novation agreement, Sevnor paid
Tidewater Marine a net payment of $5.27million, and Sevnor
assumed the remaining obligations of Tidewater Marine under the
shipbuilding contract, including the obligation to pay the
remaining balance of $27.15million due to the Builder
thereunder.
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Continuing Risk in Trading
in Company Securities. The Company cautions that trading in
Tidewaters securities while the anticipated chapter 11 cases are
pending is highly speculative and poses substantial risks.
Trading prices for Tidewaters securities may bear little or no
relationship to the actual recovery, if any, by holders of
Tidewaters securities in the anticipated chapter 11
cases.
Forward Looking
Statements.
In accordance with the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995, the Company notes that certain statements set forth in
this Current Report on Form 8-K provide other than historical
information and are forward looking. The actual achievement of
any forecasted results, or the unfolding of future economic or
business developments in a way anticipated or projected by the
Company, involve numerous risks and uncertainties that may cause
the Companys actual performance 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 the Company, including, without limitation, if the
Company files the Prepackaged Plan with the Court, the ability to
confirm and consummate a plan of reorganization in accordance
with the terms of the Prepackaged Plan; risks attendant to the
bankruptcy process, including the effects thereof on the Companys
business and on the interests of various constituents and the
length of time that the Company might be required to operate in
bankruptcy; risks associated with third party motions in the
bankruptcy cases, which may interfere with the ability to confirm
and consummate a plan of reorganization in accordance with the
terms of the Prepackaged Plan; potential adverse effects on the
Companys liquidity or results of operations; increased costs to
execute the reorganization in accordance with the terms of the
Prepackaged Plan; effects on the market price of the Companys
common stock and on the Companys ability to access the capital
markets; volatility in worldwide energy demand and oil and gas
prices, and continuing depressed levels of oil and gas prices,
without a clear indication of if, or when, prices will recover to
a level to support renewed offshore exploration activities;
consolidation of our customer base; fleet additions by
competitors and industry overcapacity; our views with respect to
the need for and timing of the replenishment of our asset base,
including through acquisitions or vessel construction; changes in
capital spending by customers in the energy industry for offshore
exploration, field development and production; 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; delays and
other problems associated with vessel construction and
maintenance; uncertainty of global financial market conditions
and difficulty in accessing credit or capital; potential
difficulty in meeting financial covenants in material debt or
other obligations of the Company or in obtaining covenant relief
from lenders or other contract parties; acts of terrorism and
piracy; 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, or requirements that services
provided locally be paid in local currency, in each case
especially in higher political risk countries where we operate;
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;
and the resolution of pending legal proceedings. Readers should
consider all of these risk factors as well as other information
contained in this report.
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| Item9.01. | Financial Statements and Exhibits. |
(d) The exhibits to this
current report on Form 8-K are listed in the Exhibit
Index, which appears at the end of this report and is
incorporated into this Form 8-K by
reference.
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About TIDEWATER INC. (NYSE:TDW)
Tidewater Inc. provides offshore service vessels and marine support services. The Company operates through four segments: Americas, Asia/Pacific, Middle East/North Africa and Sub-Saharan Africa/Europe. Its Americas segment includes the activities of the Company’s North American operations, which include operations in the United States Gulf of Mexico (GOM), and the United States and Canadian coastal waters of the Pacific and Atlantic oceans, as well as operations of offshore Mexico, Trinidad and Brazil. The Asia/Pacific segment includes its Australian and Southeast Asian and Western Pacific operations. The Middle East/North Africa segment includes its operations in the Mediterranean and Red Seas, the Black Sea, the Arabian Gulf and offshore India. The Company’s Sub-Saharan Africa/Europe segment includes operations conducted along the East and West Coasts of Africa, as well as operations in and around the Caspian Sea, the North Sea, and certain other arctic/cold water markets. TIDEWATER INC. (NYSE:TDW) Recent Trading Information
TIDEWATER INC. (NYSE:TDW) closed its last trading session down -0.023 at 0.888 with 875,058 shares trading hands.
