• 2018 July 17 13:16

    Tidewater and GulfMark to combine to create global offshore leader

    Tidewater Inc. (NYSE: TDW) ("Tidewater") and GulfMark Offshore, Inc. (NYSE: GLF) ("GulfMark") on July 16 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.

    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.




2018 October 18

18:03 VSDV opens new crossdock location in the port of Amsterdam
17:33 The first vessel in Klaveness Combination Carriers next generation of combination carriers named at New Yangzi Shipyard in China
17:17 Cargo transportation via Northern Sea Route can reach 17 million tonnes in 2018
17:03 Savannah container trade up 12 percent in September 2018
16:55 PGRK: sales strategy of Pavlovskoye deposit project is focused on foreign markets
16:33 SITC Logistics Group signs strategic cooperation agreement with Chengdu Port Investment Group and Guangzhou Port Logistics Group
16:03 NYK and Horiba to develop a new sulfur-in-oil analyzer for ships
15:34 Thames freight volume rises by 40% as Thames Vision strategy starts to bear fruit
15:33 Port of Rotterdam Authority and research institute TNO present results of the study at IMO meeting
15:31 Dublin Port volumes grow by 4.7% in first nine months. By year end, 36% growth in just six years
15:03 Chinese Lingang group invests 85 million euros in Zeebrugge inner port
14:47 Practical aspects of LNG bunkering to be discussed at the dedicated conference in Moscow on October 24
14:33 Nouryon, Tata Steel, and Port of Amsterdam partner to develop the largest green hydrogen cluster in Europe
14:24 Bunker prices may change irregular next week amid rising volatility on global fuel market, expert says
14:11 Tallink and Rauma marine constructions sign letter of intent for the construction of new shuttle ferry
14:02 VesselMan and DNV GL team up to offer optimized solution for dry-docking management
13:30 Project Forward paves the way for meeting IMO’s reduction on CO2 emissions
13:14 Equinor’s share saving plan allocates shares
13:02 Damen Shipyards Group and Abu Dhabi Ports sign contract for two Damen ASD Tugs 2411
12:52 Volumes transported by TransContainer’s flatcars and containers grew by 5.1% Y-o-Y to 1.38 million TEUs
12:43 Diana Shipping announces direct continuation of time charter contract for M/V Astarte with Glencore
12:40 Damen Shiprepair Oranjewerf adds three new certifications
12:30 Vympel Shipyard launches third coast guard boat of Project 1496М1, Lamantin, for FSB Border Guard Service
12:11 Equinor focuses NCS portfolio through sale of non-core discovery
11:51 Securitas Technology BV installing cameras in the Port of Rotterdam
11:28 HII starts fabrication of amphibious assault ship Bougainville (LHA 8)
10:55 Seafarers’ mental health is focus of new training programme offered free to mariners worldwide
10:51 RF Navy’s Pacific Fleet detachment to conduct exercise East China Sea
10:13 Ulstein secures contract for design of Jones Act compliant SOV vessel
09:58 Brent Crude futures price up 0.07% to $79.99, Light Sweet Crude – up 0.1% to $67.61
09:39 Myanmar officials trained in forming maritime transport policy
09:14 Baltic Dry Index is down to 1,554 points

2018 October 17

18:03 PGNiG and Venture Global LNG announce LNG Sales and Purchase Agreements for 2 million tonnes per year
17:46 The Freeport of Riga Authority continues to develop cooperation with China
17:22 Port Manatee enjoys record fiscal year with diverse growth
17:00 North Sea Port and Titan LNG successfully supply sea-going vessel with LNG fuel
16:55 33 LNG carriers and 8 gas condensate carriers with export cargo left port Sabetta in April-June 2018
16:24 Baku International Sea Trade Port launches two new tugboats
16:02 Hapag-Lloyd announces General Rate Increase for East Asia to Mexico, Central America, West Coast of South America, Caribbean & Panama trade
15:46 New BIMCO & IBIA Bunkering Guide available
15:23 NOVATEK and Fluxys plan to build an LNG terminal in Rostock
15:02 NYK develops original software that diagnoses combustion chamber problems
14:40 RF Government allocates RUB 8.4 billion for the Far East development
14:21 Scorpio Bulkers announces time charter-out agreements
14:03 CMA CGM implements Empty Repositioning Surcharge for exports from all Turkish ports
13:32 Ørsted contracts Van Oord for cable installation Borssele I & II
13:21 Throughput of Ukraine’s seaports in 9M’18 fell by 1.7% Y-o-Y to 95.9 million tonnes
13:04 CMA CGM to introduce new BAF on Asia-Africa trade
12:30 GTT and Dongsung Finetec sign a Memorandum of Understanding
12:02 Maritime and Port Authority of Singapore and partners sign MoU for 3D printing facility and applications in maritime sector
11:53 Identifying barriers to cutting emissions through just-in-time operations
11:27 Norddeutsche Reederei H. Schuldt joins V.Group
10:50 Brent Crude futures price down 0.09% to $81.34, Light Sweet Crude – up 0.06% to $71.88
10:42 CMA CGM to introduce new BAF on Europe-Africa trade
10:37 Damen Shipyards Galati hands over 74-metre fishery research vessel to Angolan government
10:27 Maritime Arctic Competence Center opens in Saint-Petersburg
09:42 KN invests in environmental protection measures
09:20 Baltic Dry Index is down to 1,578 points

2018 October 16

18:33 Maersk Line announces new FAK rates from Mediterranean to West and Central Asia
18:03 ABS holds two seminars at the 58th Genoa International Boat Show