TIDEWATER INC. (NYSE:TDW) Files An 8-K Bankruptcy or Receivership
Item1.03.
| Bankruptcy or Receivership. |
On May17, 2017, Tidewater Inc. (Tidewater or the Company) and
certain of its subsidiaries (collectively with Tidewater, the
Debtors) filed voluntary petitions for relief (collectively, the
Petitions and, the cases commenced thereby, the Bankruptcy Cases)
under chapter 11 of title 11 of the United States Code (the
Bankruptcy Code) in the United States Bankruptcy Court for the
District of Delaware (the Bankruptcy Court). The Bankruptcy Cases
were filed in order to effect the Debtors Joint Prepackaged
Chapter 11 Plan of Reorganization of Tidewater Inc. and its
Affiliated Debtors (as proposed, the Prepackaged Plan). Subject
to approval by the Bankruptcy Court, the Prepackaged Plan is
expected to be consummated in approximately 45 days. The Debtors
have filed a motion with the Bankruptcy Court seeking to jointly
administer the Bankruptcy Cases under the caption In re
Tidewater Inc., et al.
The subsidiary Debtors in the Bankruptcy Cases are Cajun
Acquisitions, LLC; Gulf Fleet Supply Vessels, L.L.C.; Hilliard
Oil Gas, Inc.; Java Boat Corporation; Pan Marine International
Dutch Holdings, L.L.C.; Point Marine, L.L.C.; Quality Shipyards,
L.L.C.; S.O.P., Inc.; Tidewater Corporate Services, L.L.C.;
Tidewater GOM, Inc.; Tidewater Marine, L.L.C.; Tidewater Marine
Alaska, Inc.; Tidewater Marine Fleet, L.L.C.; Tidewater Marine
Hulls, L.L.C.; Tidewater Marine International Dutch Holdings,
L.L.C.; Tidewater Marine Sakhalin, L.L.C.; Tidewater Marine
Ships, L.L.C.; Tidewater Marine Vessels, L.L.C.; Tidewater Marine
Western, Inc.; Tidewater Mexico Holding, L.L.C.; Tidewater
Subsea, L.L.C.; Tidewater Subsea ROV, L.L.C.; Tidewater Venture,
Inc.; Twenty Grand (Brazil), L.L.C.; Twenty Grand Marine Service,
L.L.C.; and Zapata Gulf Marine L.L.C.
A summary of the key features of the Prepackaged Plan was
included in Item 1.01 to the Companys Current Report on Form 8-K
filed on May12, 2017. That summary does not purport to be
complete and is qualified in its entirety by reference to (1)the
Prepackaged Plan, a copy of which is filed as Exhibit 2.1 to this
Current Report, and (2)the Disclosure Statement for Joint
Prepackaged Chapter 11 Plan of Reorganization of Tidewater Inc.
and its Affiliated Debtors dated May11, 2017, a copy of which is
filed as Exhibit 2.2 to this Current Report.
Information about the Bankruptcy Cases is available on the
Companys website and at http://dm.epiq11.com/tidewater, or
via the Companys restructuring information line 844-843-0204
(toll free) or 504-597-5543 (international calls).
| Item2.04. |
Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement. |
The commencement of the Bankruptcy Cases constitutes an event of
default that accelerated the Companys payment obligations under
the debt instruments listed below (collectively, the Debt
Documents). However, any efforts to enforce such payment
obligations under the Debt Documents are automatically stayed as
a result of the filing of the Petitions and the holders ability
to enforce their rights under the Debt Documents are subject to
the applicable provisions of the Bankruptcy Code.
|
Fourth Amended and Restated Credit Agreement, dated June21, 2013, between Tidewater and its domestic subsidiaries as borrower, Bank of America, N.A. as administrative agent, L/C issuer and swing line lender, Wells Fargo Bank, N.A. as syndication agent, and JPMorgan Chase Bank, N.A., DNB Bank ASA, New York Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd., BBVA Compass, Sovereign Bank, N.A., Regions Bank, and U.S. Bank National Association as co-documentation agents, and the lenders party thereto, as amended, modified, or otherwise supplemented from time to time. |
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|
2010 Note Purchase Agreement, dated September9, 2010, by and among Tidewater, certain of its subsidiaries, and certain institutional investors. |
|
Series A and B Note Purchase Agreement, dated August15, 2011, by and among Tidewater, certain of its subsidiaries, and certain institutional investors. |
|
Series C Note Purchase Agreement, dated August15, 2011, by and among Tidewater, certain of its subsidiaries, and certain institutional investors. |
|
2013 Note Purchase Agreement, dated September30, 2013, by and among Tidewater, certain of its subsidiaries, and certain institutional investors. |
| Item7.01. | Regulation FD Disclosure. |
On May17, 2017, the Company issued a press release announcing the
commencement of the Bankruptcy Cases and the filing of certain
first day motions with the Bankruptcy Court, as described in Item
1.03. The press release is filed as Exhibit 99.1 to, and is
incorporated by reference into, this Current Report.
The information contained in this Current Report on Form 8-K is
for informational purposes only and does not constitute an offer
to buy, nor a solicitation of an offer to sell, any securities of
the Company, nor does it constitute a solicitation of consent
from any persons with respect to the transactions contemplated
hereby and thereby. While the Company expects the restructuring
will take place in accordance with the Prepackaged Plan, there
can be no assurance that the Company will be successful in
effecting the provisions of the Plan or completing a
restructuring.
The information included in this Current Report on Form 8-K under
Item 7.01 and Exhibit 99.1 attached hereto 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 incorporates it by
reference into a filing under the Exchange Act or the Securities
Act of 1933, as amended.
| Item8.01. | Other Events. |
The Company cautions that trading in Tidewaters securities during
the pendency of the Bankruptcy Cases is highly speculative and
poses substantial risks. Trading prices for Tidewaters securities
may bear little or no relationship to the actual value realized,
if any, by holders of Tidewaters securities in the Bankruptcy
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,
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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 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 up +0.042 at 0.860 with 3,186,877 shares trading hands.