HOUSTON–(BUSINESS WIRE)–Tidewater Inc. (NYSE: TDW) (the “Company” or “Tidewater”) today announced the commencement of a registered underwritten public offering of up to 3,520,000 common shares. In addition, the Company intends to grant the underwriter a 30-day option to purchase up to an additional 528,000 shares of its common stock. The Company intends to use the net proceeds of the offering (before expenses) to purchase from Banyan Overseas Limited (“Banyan”) a number of warrants exercisable into ordinary shares of the Company (“Warrants”). Subscription”) equal to the number of shares of the common stock of the Company sold under the offer (including the shares sold pursuant to the underwriter’s option to purchase additional shares of the common stock of the Company). The Warrants were issued to Banyan in connection with the Company’s acquisition of all issued and outstanding shares of Swire Pacific Offshore Holdings Limited (now known as Tidewater Pacific Offshore Holdings Limited) from Banyan.
Morgan Stanley is acting as the sole underwriter of the offering. The Offer is subject to market and other customary closing conditions, and there can be no assurance that the Offer will or will not be completed.
The common stock described above is being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-234686), including a base prospectus, which was previously filed by the Company with the Securities and Exchange Commission (“SEC”) and declared effective July 20, 2021. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at the address www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus may also be obtained by contacting: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. prior to registration or qualification. under the securities laws of such state or territory.
Tidewater owns and operates one of the largest fleets of offshore support vessels in the industry, with over 65 years of experience in exploration, production, generation and offshore wind activities worldwide.
Consistent 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 certain forward-looking statements that reflect our current view regarding 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 terms such as “may”, “may”, “potential”, “expects”, “project” , “target”, “anticipate”, “estimate”, “expect”, “believe”, “believe”, “could”, “continue”, “intend”, “seek”, “plan” and expressions similar, and are not guarantees or assurances of future performance or events. These statements include, but are not limited to, statements relating to the timing, size and fulfillment of our proposed offering and intended use of the product. All of these 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 from the current expectations reflected in these forward-looking statements. Investors should carefully consider the risk factors detailed in the Company’s most recent Form 10-K, the most recent Form 10-Q and similar sections of other documents filed by the Company with the SEC. sometimes. Company filings may be obtained free of charge from the SEC’s website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligation or undertaking to publicly release 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 of events, conditions or circumstances on which any statement is based. Written and oral forward-looking statements and 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.