TIDEWATER INC. (NYSE:TDW) Files An 8-K Bankruptcy or ReceivershipItem 1.03. Bankruptcy or Receivership.
Unless otherwise specified, the treatment set forth in the Plan and Confirmation Order will be in full satisfaction of all claims against and interests in the Debtors, which will be discharged on the Effective Date. All of the Company’s existing common stock will be extinguished by the Plan.
Share Information
As of July14, 2017, the Company had 47,117,676 shares of common stock issued and outstanding. By operation of the Plan, on the Effective Date, all shares of the Company’s common stock will be cancelled and will permanently cease to exist, and new common shares (the “New Common Shares”) will be issued as set forth in the Plan.
The Plan provides that 30,000,000 New Common Shares will be issued or reserved for issuance on the Effective Date as follows (the “Effective Date Shares”):
| • | 5% to holders of existing Tidewater common stock as of the Effective Date, and |
| • | 95% to General Unsecured Creditors, which may be issued as New Common Shares or, if more than 22% of the outstanding common stock on the date of emergence would otherwise be held by non-U.S. citizens, in a combination of New Common Shares and New Creditor Warrants, which would be exercisable for New Common Shares as described above under the heading, “The Plan of Reorganization and Treatment of Claims and Interests.” |
In addition to the Effective Date Shares, the pre-emergence holders of common stock will receive Series A Warrants and Series B Warrants, as described above under the heading, “The Plan of Reorganization and Treatment of Claims and Interests,” for each share of pre-emergent Tidewater common stock that they own. To satisfy those obligations, the Company will reserve an additional 7.5% of the New Common Shares for issuance upon the potential exercise of the Series A Warrants and an additional 7.5% for issuance upon the potential exercise of the Series B Warrants. Finally, the Company will reserve 8% of the New Common Shares, on a fully-diluted basis, for issuance under the Management Incentive Plan (as described below under “Management Incentive Plan”).
The Amended and Restated Certificate of Incorporation of the Company, which is expected to be filed with the Secretary of State of the State of Delaware on or prior to the Effective Date, authorizes 128,000,000 New Common Shares, of which 125,000,000 shall be common stock, par value $0.001 per share, and 3,000,000 shall be preferred stock, without par value.
Post-Emergence Governance and Management
On the Effective Date, and in accordance with the terms of the Plan confirmed by the Bankruptcy Court, the term of any current members of the board of directors of the Company will expire, and they will resign from the board with the exception of Jeffrey M. Platt who will remain on the board and continue in office as Chief Executive Officer, and a new board of directors of the Company (the “New Board”) will take office. The Company’s New Board will initially consist of Thomas Robert Bates, Jr., Alan Carr, Randee Day, Dick Fagerstal, Steven Newman, Larry Rigdon, and Jeffrey M. Platt. The Company’s current officers will continue to serve as officers of the Company on and after the Effective Date at the pleasure of the New Board.
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Management Incentive Plan
As part of the Plan, the Bankruptcy Court approved and the Company will adopt the Tidewater Inc. 2017 Stock Incentive Plan, the Management Incentive Plan (the “MIP”), which is an equity-based compensation plan for key employees, officers and directors to which the Company may issue up to 8% of the fully diluted New Common Shares in the form of stock options, restricted stock, restricted stock units, and other equity- or cash-based awards on such terms and conditions as may be determined by the New Board or a committee thereof.
Settlement, Releases and Exculpations
The Plan incorporates an integrated compromise and settlement of claims to achieve a beneficial and efficient resolution of the Company’s chapter 11 cases. Unless otherwise specified, the settlement, distributions, and other benefits provided under the Plan, including the releases and exculpation provisions included therein, are in full satisfaction of all claims and causes of action that could be asserted.
The Plan provides releases and exculpations for the benefit of the Debtors, certain of the Debtors’ claimholders, other parties in interest and various parties related thereto, each in their capacity as such, from various claims and causes of action, as further set forth in Article X of the Plan entitled Effect of Confirmation of Plan.
Assets and Liabilities
As of May31, 2017, total assets of the Company and its consolidated subsidiaries were approximately $4.2 billion and total liabilities were approximately $2.4 billion. This financial information has not been audited or reviewed by the Company’s independent registered public accounting firm and may be subject to future reconciliation or adjustments. This information should not be viewed as indicative of future results.
Item 1.03. Other Events.
On July13, 2017, Tidewater issued a press release announcing the Bankruptcy Court’s confirmation of the Plan. A copy of the press release is filed as Exhibit 99.2 to, and incorporated by reference into, this Current Report on Form 8-K.
The Company cautions that trading in its securities during the pendency of the Bankruptcy Cases is highly speculative and poses substantial risks. As discussed above, the Plan has been approved by the Bankruptcy Court, and to the Plan, the Company’s common stock, as well as unexercised options, warrants or rights to acquire or receive an equity interest in the Company, in each case, outstanding immediately prior to effectiveness of the Plan, will be cancelled and cease to exist on the Effective Date, and the holders of the Company’s common stock will receive only the pro rata portion of New Common Shares as set forth in the Plan. Even though the Company’s common stock continues to trade on the New York Stock Exchange (the “NYSE”), under the Plan, its underlying value may be significantly less than the current trading price on the NYSE, and the Company’s stockholders should not view the trading activity of the Company’s common stock on the NYSE or any other market or trading platform as being indicative of any value they would receive in respect of the Company’s common stock in connection with the Bankruptcy Cases.
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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 Company’s 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 satisfy the conditions necessary to declare the Plan effective in the anticipated timeframe; effects on the market price of the Company’s common stock and on the Company’s 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.
Item 1.03. 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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TIDEWATER INC ExhibitEX-2.1 2 d159507dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x : In re: : Chapter 11 : TIDEWATER INC.,…To view the full exhibit click here
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.