Tidewater begins consent and tender offers for 8% notes due 2022

Chicago, Oct. 3 – Tidewater Inc. has started both a consent solicitation and tender offers for its $197,049,428 outstanding 8% senior notes due 2022 (Cusip: 88642RAA7), according to a press release.

Consent

The company is seeking to approve a waiver under and amendments to the indenture relating to the notes.

Consents from a majority of noteholders of the outstanding notes is needed for adoption of the proposed amendments.

A consent payment of $2.50 per $1,000 principal amount of notes will be paid to each noteholder who validly consents and does not revoke their consent prior to the solicitation expiration time.

The consent solicitation will expire at 5 p.m. ET on Nov. 17.

Tender offer

The company is offering to purchase up to $50 million principal amount of the notes in a cash tender offer, subject to requisite consents in the consent solicitation.

Noteholders who tender their notes by the 5 p.m. ET on Nov. 17, the early tender time, will be eligible to receive the total consideration of $1,005 per $1,000 face amount of notes validly tendered.

The early deadline is also the withdrawal deadline.

The total consideration includes an early tender premium of $50 per note tendered.

The tender offer will expire at 11:59 p.m. ET on Dec. 2.

Asset sale offer

The asset sale tender offer is related to the consent solicitation.

If the requisite consents are obtained in the consent solicitation, the asset sale part of the tender offer will be terminated.

If the consents are not obtained, the company is conducting a tender offer for up to $28,705,881 face amount of the notes through a cash tender offer under the provisions of the indenture which require the company to make a cash offer to noteholders within 60 days of the company receiving proceeds from asset sales in excess of $25 million.

The $25 million threshold was exceeded on Sept. 14 triggering the need to begin the offer no later than Nov. 13.

Noteholders who tender their notes in the asset sale offer will receive par plus interest.

The asset sale offer will expire at 11:59 p.m. ET on Dec. 2.

If the asset sale offer is completed, settlement is expected for Dec. 4.

Details

The consent solicitation, the tender offer and the asset sale offer are separate transactions.

Noteholders can tender their notes in either of the tender offers, but not both.

Deutsche Bank Securities, Inc. is the solicitation agent (855 287-1922, 212 250-7527).

D.F. King & Co., Inc. is the information agent (866 751-6313, 212 269-5550, tdw@dfking.com).

Tidewater, based in New Orleans, owns a fleet of 397 vessels serving the offshore energy industry.

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