TIDEWATER INC. (NYSE:TDW) Files An 8-K Regulation FD Disclosure
Item7.01.
Regulation FD Disclosure. |
As previously disclosed, on May17, 2017, Tidewater Inc. (the
Company) and certain of its subsidiaries filed voluntary
petitions for relief under chapter 11 of title 11 of the United
States Code in the United States Bankruptcy Court for the
District of Delaware (the Bankruptcy Cases, and such court, the
Bankruptcy Court).
As required by the rules of the Bankruptcy Court, on June7, 2017,
the Company filed its initial operating report (the Initial
Operating Report) with the Bankruptcy Court. The Initial
Operating Report is attached hereto as Exhibit 99.1. This Current
Report on Form 8-K (including the exhibit hereto) is not an
admission by the Company that the information set forth in the
Initial Operating Report is material.
The information included in this Current Report on Form 8-K under
Item 7.01 and Exhibit 99.1 is being furnished 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 specifically incorporates it by
reference into a filing under the Exchange Act or the Securities
Act of 1933, as amended.
Cautionary Statement Regarding the Initial Operating
Report
The Company cautions investors and potential investors not to
unduly rely on the information contained in the Initial Operating
Report, which was not prepared or reviewed for the purpose of
facilitating an investment decision relating to any of the
securities of the Company. The Initial Operating Report has been
prepared solely for the purpose of complying with the reporting
requirements of the Bankruptcy Court. The Initial Operating
Report was not audited or reviewed by independent accountants,
was not prepared in accordance with generally accepted accounting
principles in the United States, is in a format prescribed by
applicable bankruptcy laws, and is subject to future adjustment
and reconciliation. No assurance is given that, from the
perspective of an investor or potential investor in the Companys
securities, the Initial Operating Report is complete.
The Initial Operating Report contains a twelve-month cash flow
projection required to be submitted to the Bankruptcy Court (the
Cash Flow Projection). There is no assurance that any
expectations, beliefs, opinions, and assumptions on which the
Cash Flow Projection has been based will be realized in whole or
substantial part, and actual cash flow realized during the period
covered by the Cash Flow Projection is likely to vary materially
from the forward-looking information presented therein. The Cash
Flow Projection reflects numerous assumptions made by the
Companys management with respect to 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. This Cash Flow Projection is being
furnished because it is being provided to the Bankruptcy Court,
and it should not be regarded as an indication that Tidewater or
any other person considered, or now considers, this information
to be predictive of actual future cash flows or future results.
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, update the Cash Flow
Projection.
Cautionary Note Regarding 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
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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, 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, the length of time that the Company might
be required to operate in bankruptcy and the continued
availability of working capital during the pendency of such
cases; 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.
Item9.01. | Financial Statements and Exhibits. |
(d)The exhibit to this Current Report on Form 8-K is 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.