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): September 27, 2024
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 | 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.
As previously disclosed, on September 16, 2024, Tidewater Inc., a Delaware corporation (the "Company"), instructed the Nordic Trustee as the trustee for the Company’s 10.375% senior unsecured bonds due 2028 (ISIN NO0012952227) (the “Bonds”) to summon a bondholders’ meeting for September 30, 2024 (the “Bondholders’ Meeting”). The purpose of the Bondholders’ Meeting was to consider certain amendments to the terms of the Bonds in furtherance of the Company’s previously announced evaluation of options to establish a more flexible debt capital structure. Based upon preliminary feedback received from the holders of the Bonds, on September 27, 2024, the Company informed the Bond Trustee that it was withdrawing its proposal and the Bondholders’ Meeting will be cancelled.
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 which are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed in such forward-looking statements. Additional information concerning these and other important risks and uncertainties can be found in the Company’s filings with the U.S. Securities and Exchange Commission, 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, 2023. The Company undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances. In addition, the Company can offer no assurance that it will be successful in obtaining the consents necessary to amend the terms of the Bonds or that it will be successful in its efforts to establish a more flexible capital structure.
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: September 27, 2024 | By: | /s/ Daniel A. Hudson |
| Daniel A. Hudson | ||
| Executive Vice President, General Counsel and Secretary | ||