• 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.




2019 February 19

17:03 Jan De Nul and Government of the People’s Republic of Bangladesh enter into agreement for the development and dredging of access channels, turning basins, anchorages and berthing areas
16:29 TMA Logistics, CTU and VCL join forces to establish Amsterdam-Utrecht-Rotterdam-Corridor
16:21 NIBULON shipbuilders finish constructing a series of POSS-115 Project tugs
16:03 MOL conducts underwater drone demonstration test for vessel bottom inspection
15:25 Wärtsilä’s propeller cap EnergoProFin listed in EcoAction Program
15:02 ICTSI's Matadi Gateway Terminal unlocks shipping system benefits
14:40 2nd conference on transportation of dangerous cargoes to address application of IMDG Code and ADR Agreement in Russia
14:02 Havyard to deliver ship design for further two cargo vessels for Royal Arctic Line
13:33 Ecochlor announces BWMS retrofit contract with Alaskan Tanker Company
13:02 GTT notified by Samsung Heavy Industries for the tank design of a new LNG carrier for Navigare
12:30 Gas4Sea partners and Equinor signed an LNG bunkering agreement
12:24 Social allocations of Multipurpose Reloading Complex grew by 22% YoY to RUB 3.8 million in 2018
12:01 Rail traffic at the Port of Gothenburg up to 398,000 TEUs in 2018
11:43 International best practices are introduced at ASCO to protect sailors health
11:41 Port of Hamburg sets record for seaport-hinterland rail traffic in 2018
11:39 IMO’s Sub-Committee on Pollution Prevention and Response meets this week
11:18 Concordia Damen celebrates naming of innovative Sendo Liner
11:15 ASCO hosted a training course for instructors
10:47 24 vessels escorted by icebreakers in eastern part of Gulf of Finland during 24 hours on February 18-19
10:22 ABP bolsters business with paper company joining Port of Hull
09:58 Brent Crude futures price is down 0.42% to $66.22, Light Sweet Crude – down 0.38% to $56.19
09:40 BIMCO demands 4th IMO GHG Study based on realistic economic growth
09:19 Baltic Dry Index is up to 643 points

2019 February 18

18:06 Algoma announces the Algoma Conveyor is headed for Canada
17:36 Maersk Line announces rates from Mediterranean to West and Central Asia
17:06 CMA CGM announces FAK rates from ISC to North Europe and the Mediterranean
16:41 MAN Energy Solutions launches new TCT turbocharger series
16:26 VSC receives positive conclusion of state environmental expertise
16:02 Herbert-ABS releases HECSTAB Offshore
15:31 PPR 6 preview: IBIA working for sensible 2020 solutions at IMO meeting
15:02 Suez Canal extends its dry bulk vessels tolls reduction
14:43 Gazprom and Almaz-Antey Corporation sign contract for batch manufacturing of subsea production equipment
14:20 Average wholesale prices for М-100 HFO up to RUB 15,842 in RF spot market
14:02 MOL Chemical Tankers acquires 20% share of Dutch tank container company Den Hartogh
13:39 2nd Hydraulic Engineering Structures and Dredging Congress to gather over 200 Russian and foreign participants
13:15 ONE unveils enhanced intra-Asia Japan service network for 2019
12:51 Nakhodka Trade Sea Port and Damen sign contract on delivery of tug by summer 2019
12:18 33 vessels escorted by icebreakers in eastern part of Gulf of Finland during 24 hours on February 17-18
11:53 World Maritime University signs MoU with Jordan Academy for Maritime Studies
11:30 Coastal fish assessments to continue in Baltic Sea with renewed HELCOM project
11:07 Fincantieri starts dry dock works on ultra-luxury cruise ship "Silver Moon"
10:55 Finnpilot Pilotage amendments its service terms during validity of winter assistance restrictions
10:26 ASCO is interested in cooperation with prominent shipping companies
10:07 Diana Shipping announces the sale of two Panamax dry bulk vessels and time charter contracts for m/v Crystalia and m/v Maera with Glencore
09:40 Brent Crude futures price is up 0.17% to $66.36, Light Sweet Crude – up 0.45% to $56.23
09:21 Baltic Dry Index is up to 639 points
09:07 Panama Canal Board of Directors appoints new Canal Administrator and Deputy Administrator
08:07 IMO conducts training course to enhance maritime security in Kenya
07:32 Valencia hosts first internal technical meeting of European project “H2PORTS - Implementing Fuel Cells and Hydrogen Technologies in Ports”

2019 February 17

16:59 Coast Guard responds to vessel fire near Rockport, Texas
15:09 Kleven Shipyard delivers to Maersk the AHTS Maersk Maker
14:33 Danube high-speed low-wash ferry offers new level of efficiency and reliability
13:21 Interorient Marine Services Ltd. convicted and sentenced for oil discharge
12:39 USCG assists in rescue of five people from sunken vessel near Dutch Harbor
11:01 European ports welcome agreement on the European Maritime Single Window environment

2019 February 16

16:15 Ribbon-cutting kicks off ICTSI´s Batumi terminal expansion project
14:42 Höegh’s RoRo solution chosen for 112MT Transformer shipment
13:28 Torqeedo wins Innovation Award at Miami International Boat Show for powerful new inboard electric propulsion system
12:13 Telford Offshore beefs up its fleet
10:26 Chevron inks new LNG agreement with GS Caltex