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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 24, 2025
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 | ||
| 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.
On June 24, 2025, Tidewater Inc. (the “Company”) announced the pricing of its previously announced private offering (the “Offering”) of $650 million in aggregate principal amount of unsecured senior notes due 2030 (the “2030 Notes”). The 2030 Notes will bear interest at a rate of 9.125% per year and will mature on July 15, 2030. The 2030 Notes will be issued at par.
The Notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act of 1933 (the “Securities Act”) and outside the U.S. in reliance on Regulation S under the Securities Act.
The Company expects to use the net proceeds from the Offering, together with cash on hand, (i) to repay in full the Company’s existing senior secured term loan, (ii) to fund the redemption (the “Redemption”) of both the Company’s outstanding 8.50% Senior Secured Bonds due 2026 (the “2026 Bonds”) and its outstanding 10.375% Senior Unsecured Bonds due 2028 (the “2028 Bonds”), and (iii) to pay the premiums, accrued interest, fees and expenses related to the term loan payoff, Redemption and the issuance of the 2030 Notes. The 2030 Notes will be senior unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by certain of the Company’s U.S. subsidiaries.
On June 24, 2025, the Company issued a press release related to the foregoing. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 24, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 24, 2025 | By: | /s/ Samuel R. Rubio |
| Samuel R. Rubio | |||
| Executive Vice President and Chief Financial Officer | |||
Exhibit 99.1
Tidewater Announces Pricing of $650 Million Offering of Senior Notes due 2030
HOUSTON — Tidewater Inc. (NYSE: TDW) (“Tidewater” or “the Company”) today announced the pricing of its previously announced private offering (the “Offering”) of $650 million in aggregate principal amount of unsecured senior notes due 2030 (the “2030 Notes”). The 2030 Notes will bear interest at a rate of 9.125% per year and will mature on July 15, 2030. The 2030 Notes will be issued at par.
The sale of the 2030 Notes to the initial purchasers is expected to settle on July 7, 2025, subject to customary closing conditions. The Company expects to use the net proceeds from the Offering, together with cash on hand, (i) to repay in full the Company’s existing senior secured term loan, (ii) to fund the redemption (the “Redemption”) of both the Company’s outstanding 8.50% Senior Secured Bonds due 2026 (the “2026 Bonds”) and its outstanding 10.375% Senior Unsecured Bonds due 2028 (the “2028 Bonds”) and (iii) to pay the premiums, accrued interest, fees and expenses related to the term loan payoff, Redemption and the issuance of the 2030 Notes. The 2030 Notes will be senior unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by certain of the Company’s U.S. subsidiaries.
The 2030 Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States only in compliance with Regulation S under the Securities Act. The 2030 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This news release does not and shall not constitute an offer to sell nor a solicitation of an offer to buy the 2030 Notes, nor shall there be any offer, solicitation or sale of the 2030 Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The Offering may be made only by means of an offering memorandum. This news release does not constitute a notice of redemption for the 2026 Bonds or the 2028 Bonds.
About Tidewater
Tidewater owns and operates the largest fleet of offshore support vessels in the industry, with 65 years of experience supporting offshore energy exploration, production and offshore wind activities worldwide.
Cautionary Statement
This news release contains “forward-looking statements” within the meaning of the U.S. federal securities laws, including those relating to the closing of the Offering of the 2030 Notes and the expected use of proceeds therefrom. These forward-looking statements involve risks and uncertainties that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: the ability to complete the Offering and general market conditions that might affect the Offering. Additional risks and uncertainties are detailed in the Company’s most recent filings with the SEC, including under the captions “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Statements in this news release are made as of the date hereof, and the Company disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
Contacts
Tidewater Inc.
West Gotcher
Senior Vice President, Strategy, Corporate Development and Investor Relations
+1.713.470.5285