Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2023

Tidewater Inc.
(Exact name of registrant as specified in its charter)


Delaware	1-6311	72-0487776
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

842 West Sam Houston Parkway North, Suite 400 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 470-5300

Not Applicable
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	TDW	New York Stock Exchange
Series A Warrants to purchase shares of common stock	TDW.WS.A	New York Stock Exchange
Series B Warrants to purchase shares of common stock	TDW.WS.B	New York Stock Exchange
Warrants to purchase shares of common stock	TDW.WS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

As previously disclosed, on March 7, 2023, Tidewater Inc., a Delaware corporation (“Tidewater” or the “Company”) entered into an Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets (the “Sale and Purchase Agreement”) by and among Tidewater and TDW International Vessels (Unrestricted), LLC, a Delaware limited liability company and a wholly-owned subsidiary of Tidewater (together with Tidewater, the “Tidewater Parties”), on the one hand, and certain subsidiaries of Solstad Offshore ASA, a Norwegian public limited company (collectively, the “Sellers”), on the other hand, pursuant to which, among other things, the Tidewater Parties will acquire from the Sellers 37 platform supply vessels and certain related assets (the “Transaction”). Subject to the satisfaction or waiver of the closing conditions specified in the Sale and Purchase Agreement, the Company currently expects to close the Transaction during the week of July 3, 2023. For further information about the Transaction, please see the Company’s Current Report on Form 8-K filed on March 7, 2023.

Item 8.01. Other Events.

On June 28, 2023, Tidewater announced that Dick H. Fagerstal has been appointed non-executive Chairman of the Board. In addition, with the retirement of Larry Rigdon effective with the Company’s 2023 annual meeting of stockholders, the Board has reduced the size of the Board from nine to eight members. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01. Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated June 28, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

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 communication contain forward-looking statements that reflect its current view with respect to future events and future financial performance. Forward-looking statements are all statements other than statements of historical fact, which can generally be identified by the use of such terminology as “may,” “can,” “potential,” “expect,” “project,” “target,” “anticipate,” “estimate,” “forecast,” “believe,” “think,” “could,” “continue,” “intend,” “seek,” “plan,” and similar expressions, and are not guarantees or assurances of future performance or events. Such statements include, but are not limited to, statements relating to the timing and completion of the Transaction and the satisfaction or waiver of the conditions thereto. All such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company, and our future results of operations could differ materially from our historical results or current expectations reflected by such forward-looking statements. Investors should carefully consider the risk factors described in detail in the Company’s most recent Form 10-Q and in similar sections of other filings made by the Company with the Securities and Exchange Commission (the “SEC”) from time to time. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this communication to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports filed by the Company with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TIDEWATER INC.

Date:	June 29, 2023	By:	/s/ Daniel A. Hudson
			Daniel A. Hudson
			Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

Tidewater Inc.

842 West Sam Houston Parkway North, Suite 400

Houston, TX 77024, USA

+1.713.470.5300

TIDEWATER APPOINTS DICK H. FAGERSTAL CHAIRMAN OF THE BOARD

HOUSTON, Texas, June 28, 2023 – Tidewater Inc. (NYSE: TDW) ("Tidewater" or the "Company") announced that Dick H. Fagerstal has been appointed non-executive Chairman of the Board. In addition, the Board has reduced the size of the Board from nine to eight members.

Mr. Fagerstal stated, “I am honored to assume the role of Chairman of the Board of Tidewater at such an exciting time for our industry. I believe the Company is well positioned to capitalize on the increasing global offshore activity with recently closed (and pending) additions to its fleet of offshore vessels.

“Having been associated with the offshore service industry for the past 35+ years and having served on the Tidewater board for the past six years, I am especially pleased to work closely with the Company’s senior leadership team and the many talented employees of Tidewater – both onshore and offshore – throughout the world.

Mr. Fagerstal continued, “I am furthermore pleased to note that Tidewater has an engaged and experienced group of Directors who represent diverse and relevant backgrounds, all of whom are available to support the senior leadership team as they manage the business on behalf of our shareholders.”

Mr. Fagerstal serves as the Independent Director, Chairman of the Audit Committee, member of the ESG Committee of Valaris Limited (NYSE: VAL) since April 2021. He previously served as Executive Chairman of the Global Marine Group, based in Chelmsford, United Kingdom, a subsea cable installation and maintenance business operating globally in the telecoms, offshore renewables, and oil and gas sectors, from February 2020 to March 2023. From 2014 to 2020 Mr. Fagerstal served as Chairman & Chief Executive Officer of Global Marine Holdings LLC, which was the prior owner of the business. He served as an Independent Director of Frontier Oil Corporation, Manila, Philippines from 2014 to 2017. Mr. Fagerstal previously held the positions of Senior Vice President, Finance & Corporate Development from 2003 to 2014 and Vice President Finance & Treasurer from 1997 to 2003 at SEACOR Holdings Inc. (NYSE: CKH). Mr. Fagerstal held the positions of Executive Vice President, Chief Financial Officer and Director of Era Group Inc. (NYSE: ERA) from 2011 to 2012 and was the Senior Vice President, Chief Financial Officer, and Director of Chiles Offshore Inc. (AMEX: COD) from 1997 to 2002. From 1986 to 1997, Mr. Fagerstal served as a senior banker at DNB ASA in New York with a focus on the maritime and energy services industries, and before he started his business career, Mr. Fagerstal served as an officer in the Special Air Service unit of the Swedish Special Forces from 1979 to 1983. Mr. Fagerstal received a B.S. in Economics and Law from the University of Gothenburg and an M.B.A. in Finance from New York University, as a Fulbright Scholar.

About Tidewater

Tidewater owns and operates one of the largest fleets of offshore support vessels in the industry, with more than 65 years of experience supporting offshore energy exploration, production, generation and offshore wind activities worldwide.

Forward-Looking Statements

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 press release contain forward-looking statements that reflect our current view with respect to future events and future financial performance. Forward-looking statements are all statements other than statements of historical fact, which can generally be identified by the use of such terminology as “may,” “can,” “potential,” “expect,” “project,” “target,” “anticipate,” “estimate,” “forecast,” “believe,” “think,” “could,” “continue,” “intend,” “seek,” “plan,” and similar expressions, and are not guarantees or assurances of future performance or events. Such statements include, but are not limited to, statements relating to the timing, size and completion of our offering and our intended use of proceeds. All such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company, and our future results of operations could differ materially from our historical results or current expectations reflected by such forward-looking statements. Investors should carefully consider the risk factors described in detail in the Company’s most recent Form 10-K, most recent Form 10-Q, and in similar sections of other filings made by the Company with the SEC from time to time. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this press release to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports filed by the Company with the SEC.

Contacts

Tidewater Inc.

West Gotcher

Vice President,

Finance and Investor Relations

+1.713.470.5285

SOURCE: Tidewater Inc.

Document And Entity Information	Jun. 28, 2023
Document Information [Line Items]
Entity, Registrant Name	Tidewater Inc.
Document, Type	8-K
Document, Period End Date	Jun. 28, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-6311
Entity, Tax Identification Number	72-0487776
Entity, Address, Address Line One	842 West Sam Houston Parkway North, Suite 400
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77024
City Area Code	713
Local Phone Number	470-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000098222
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock
Trading Symbol	TDW
Security Exchange Name	NYSE
SeriesAWarrantsToPurchaseSharesOfCommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Series A Warrants to purchase shares of common stock
Trading Symbol	TDW.WS.A
Security Exchange Name	NYSE
SeriesBWarrantsToPurchaseSharesOfCommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Series B Warrants to purchase shares of common stock
Trading Symbol	TDW.WS.B
Security Exchange Name	NYSE
WarrantsToPurchaseSharesOfCommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase shares of common stock
Trading Symbol	TDW.WS
Security Exchange Name	NYSEAMER