Tidewater consent bid for 8% notes successful, tender oversubscribed

By Wendy Van Sickle

Columbus, Ohio, Nov. 18 – Tidewater Inc. said it received the consents needed to amend the indenture for its 8% senior notes due 2022 (Cusip: 88642RAA7) and that a tender offer for up to $50 million of the $197,049,428 outstanding of the notes was oversubscribed by the early deadline, according to a press release.

A separate asset-sale tender offer was terminated. The tender offers and consent solicitation were announced on Nov. 3. The early deadline and consent deadline were 5 p.m. ET on Nov. 17.

Consent bid

The company was 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 was needed for adoption of the proposed amendments, and that threshold was met.

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

Tender offer

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

Under this offer, holders tendered $145.1 million of notes, which will be accepted at a proration factor of 34.4649%.

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

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

The tender offer was to expire at 11:59 p.m. ET on Dec. 2, but the company does not expect to accept any additional tenders under this offer.

Asset sale offer

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

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

If the consents had not been obtained, the company was tendering for up to $28,705,881 face amount of the notes through a cash tender offer under the provisions of the indenture that 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 were to receive par plus interest.

Details

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

Noteholders could 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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