HOUSTON, July 16, 2018 /PRNewswire/ -- Tidewater Inc.
(NYSE: TDW) ("Tidewater") and GulfMark Offshore, Inc. (NYSE: GLF)
("GulfMark") today announced that the Boards of Directors of both
companies have unanimously approved a definitive agreement to
combine the two companies. This combination, if consummated, will
create a global offshore support vessel leader positioned to
capitalize on significant cost synergies and superior growth
opportunities as the OSV sector recovery gains traction.
Transaction Summary
Under the terms of the all-stock agreement, GulfMark
stockholders will receive 1.100 shares of Tidewater common stock
for each share of GulfMark common stock held by them. Each
GulfMark noteholder warrant will be automatically converted into
the right to receive 1.100 Tidewater shares, subject to Jones Act
restrictions on maximum ownership of shares by non-U.S. citizens.
Collectively, these GulfMark securityholders will beneficially own
27% ownership of the combined company after completion of the
combination, or 26% on a fully-diluted basis. Total value to these
GulfMark securityholders is approximately $340 million and the equity market capitalization
of the combined company is approximately $1.25 billion, both based on the Tidewater
closing stock price of $30.62 on
July 13, 2018.
Concurrent with the closing, $100
million of existing GulfMark debt is expected to be repaid.
On a pro-forma basis, Tidewater will maintain its
industry-leading position of financial strength, with pro forma net
debt of approximately $100 million
and pro forma available liquidity of more than $300 million. Tidewater will assume GulfMark's
obligations under existing GulfMark equity warrants ($100 strike price).
The combined company will have the industry's largest fleet and
the broadest global operating footprint in the OSV sector, with an
unmatched ability to support customers across geo-markets and water
depths. The financial strength and operating footprint of the
combined company will also position it to sustain through-cycle
market leadership.
The transaction is expected to be accretive to Tidewater's 2019
EBITDA and produce transaction-related cost synergies of
approximately $30 million, which are
expected to be realized no later than Q4 2019, and additional
efficiencies associated with greater scale and scope of operations.
The combined company also expects to realize revenue synergies
through improved vessel utilization, with future pricing
improvements largely driven by the timing and trajectory of a
recovery in demand, and the availability of competitive vessels
that are in compliance with classification requirements. The larger
cash flows and greater diversification of the combined company may
also provide access to capital on more attractive terms.
The combined company will be operated under the Tidewater brand
and will be led by Tidewater CEO John
Rynd. Upon the closing of the combination, the Tidewater
Board of Directors will be expanded to ten seats by adding three
directors selected by GulfMark. The transaction is expected to
close in the fourth quarter of 2018, subject to customary closing
conditions, including stockholder approval of the merger (by
GulfMark's stockholders) and of the share issuance (by Tidewater's
stockholders).
John Rynd, Tidewater President and CEO said, "By combining our
fleets and shore-based activities we will be better able to provide
customers with access to modern, high-specification vessels while
maintaining a strong commitment to safe operations and superior,
cost-effective customer service. The transaction preserves
Tidewater's strong financial profile and allows the company to fund
both organic growth and possible additional acquisitions."
Mr. Rynd continued, "Our companies share similar values in
regards to safety, compliance and customer service, and we expect
the integration process to be smooth. We look forward to joining
forces with the talented GulfMark team and building on our long
history of supporting customers wherever they may need us,
providing our employees with a safe and reliable place to work and
delivering solid returns for our stockholders."
Quintin Kneen, GulfMark President
and CEO said, "At GulfMark, we have been longstanding advocates for
consolidation of the OSV industry. This transaction is an
important first step in that process. The combined company will be
better positioned to build upon GulfMark's strong track record in
the recovering North Sea region. The combined company's global
operating footprint also provides scope for significant scale-based
economies and improved utilization of our fleet by redeploying
under-utilized vessels across the combined company's broader
operating footprint."
Advisors
Weil, Gotshal & Manges LLP and Jones Walker LLP served as
legal advisors to Tidewater, and Lazard served as Tidewater's
financial advisor. Gibson, Dunn & Crutcher LLP served as legal
advisor to GulfMark, and Evercore served as GulfMark's financial
advisor.
Conference Call
The companies will host a joint conference call to discuss the
transaction on Monday, July 16 at
10:00 a.m. Central Time.
Investors and interested parties may listen to the
teleconference via telephone by calling +1-877-359-9524, if calling
from the U.S. or Canada (+1-629-228-0722 if calling from
outside the U.S.) and ask for the "Tidewater-GulfMark" call just
prior to the scheduled start. A replay of the conference call and a
transcript will be available later in the day. To hear the replay,
call +1-855-859-2056 (+1-404-537-3406 if calling from outside the
U.S.). The conference call ID number is 5127698.
A simultaneous webcast of the conference call will be available
online at the Tidewater
Inc. website, www.tdw.com.
About Tidewater
Tidewater owns and operates one of the largest fleets of
Offshore Support Vessels in the industry, with over 60 years of
experience supporting offshore energy exploration and production
activities worldwide.
About GulfMark
GulfMark provides marine transportation services to the energy
industry through a fleet of offshore support vessels serving every
major offshore energy industry market in the world.
FORWARD-LOOKING STATEMENTS
In accordance with the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995, Tidewater and GulfMark note that certain statements set
forth in this presentation provide other than historical
information and are forward looking. The unfolding of future
economic or business developments may happen in a way not as
anticipated or projected by Tidewater and GulfMark and may involve
numerous risks and uncertainties that may cause Tidewater's and
GulfMark's actual achievement of any forecasted results 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 Tidewater or GulfMark,
include, without limitation, the proposed transaction between
Tidewater and GulfMark (the "Transaction") and the anticipated
synergies with respect to the combination of Tidewater and
GulfMark; fluctuations in worldwide energy demand and oil and gas
prices; fleet additions by competitors and industry overcapacity;
customer actions including changes in capital spending for offshore
exploration, development and production and changes in demands for
different vessel specifications; acts of terrorism and piracy; the
impact of potential information technology, cybersecurity or data
security breaches; significant weather conditions; unsettled
political conditions, war, civil unrest and governmental actions,
especially in higher political risk countries where we operate;
labor changes proposed by international conventions; increased
regulatory burdens and oversight; changes in law, economic and
global financial market conditions, including the effect of
enactment of U.S. tax reform or other tax law changes, trade policy
and tariffs, interest and foreign currency exchange rate
volatility, commodity and equity prices and the value of financial
assets; and enforcement of laws related to the environment, labor
and foreign corrupt practices. Readers should consider all of these
risks factors, other factors that are described in "Forward-Looking
Statements," as well as other information contained in Tidewater's
and GulfMark's form 10-K's and 10-Q's.
Although Tidewater and GulfMark believe the assumptions upon
which these forward-looking statements are based are reasonable,
any of these assumptions could prove to be inaccurate and the
forward-looking statements based on these assumptions could be
incorrect. These statements are subject to known and unknown
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements,
including but not limited to: the ability of the parties to
consummate the Transaction in a timely manner or at all;
satisfaction of the conditions precedent to consummation of the
Transaction, including the ability to secure regulatory approvals
in a timely manner or at all, and approval by either company's
stockholders; the possibility of litigation (including related to
the transaction itself); Tidewater's and GulfMark's ability to
successfully integrate their operations, technology and employees
and realize synergies from the Transaction; unknown, underestimated
or undisclosed commitments or liabilities; the conditions in the
oil and natural gas industry, including a decline in, or the
substantial volatility of, oil or natural gas prices, and changes
in the combined companies' customer requirements; the level of
demand for the combined companies' products and services.
Neither Tidewater nor GulfMark undertakes any obligation to update
any forward-looking statements or to publicly release the results
of any revisions to any forward-looking statements that may be made
to reflect events or circumstances that occur, or that either
Tidewater or GulfMark becomes aware of, after the date of this
communication.
NO OFFER OR SOLICITATION
This announcement is for
informational purposes only and is neither an offer to purchase,
nor a solicitation of an offer to sell, any securities or the
solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Tidewater
Inc. ("Tidewater" or the "Company") will file with the Securities
and Exchange Commission ("SEC") a Registration Statement on Form
S-4 (the "Joint Proxy Statement/Prospectus") which will include a
registration statement and prospectus with respect to the Company's
shares of common stock to be issued in the Transaction and a joint
proxy statement of the Company and GulfMark in connection with the
Transaction. The definitive Joint Proxy Statement/Prospectus
will contain important information about the proposed Transaction
and related matters. STOCKHOLDERS ARE URGED AND ADVISED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The
Joint Proxy Statement/Prospectus and other relevant materials (when
they become available) and any other documents filed by the Company
or GulfMark with the SEC may be obtained free of charge at the
SEC's website, at www.sec.gov. In addition, security holders
will be able to obtain free copies of the Joint Proxy
Statement/Prospectus from the Company by contacting Investor
Relations by mail at 6002 Rogerdale Road, Suite 600, Houston, TX, 77072, Attn: Investor Relations,
by telephone at +1-713-470-5292, or by going to the Company's
Investor Relations page on its corporate web site at www.tdw.com,
and from GulfMark by contacting Investor Relations by mail at 842
West Sam Houston Parkway North, Suite 400, Houston, TX, 77024, Attn: Investor Relations,
by telephone at +1-713-369-7300, or by going to GulfMark's Investor
Relations page on its corporate web site at www.gulfmark.com.
PARTICIPANTS IN THE SOLICITATION
The Company, GulfMark
and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies in connection
with the proposed Transaction. Information about the
Company's directors is set forth in our Transition Report on Form
10-K for the transition period from April 1,
2017 to December 31, 2017,
which was filed with the SEC on March
15, 2018. Information about GulfMark's directors and
executive officers is set forth in its Annual Report on Form 10-K
for the fiscal year ended December 31,
2017, which was filed with the SEC on April 2, 2018. These documents are
available free of charge at the SEC's web site at www.sec.gov, from
the Company by contacting Investor Relations by mail at 6002
Rogerdale Road, Suite 600, Houston,
TX, 77072, Attn: Investor Relations, or by going to our
Investor Relations page on its corporate web site at www.tdw.com,
and from GulfMark by contacting Investor Relations by mail at 842
West Sam Houston Parkway North, Suite 400, Houston, TX, 77024, Attn: Investor Relations,
or by going to GulfMark's Investor Relations page on its corporate
web site at www.gulfmark.com. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed Transaction will be
included in the Joint Proxy Statement/Prospectus that the Company
intends to file with the SEC.
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SOURCE Tidewater Inc.