• 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 August 22

10:30 Maersk Line revises Export Service in India for all cargo
10:13 Bunker prices in St. Petersburg remain flat from previous week
10:09 ICTSI supports infra projects in Ecuador
09:15 Liebherr and PortNews arrange an excursion to Port of Hamburg and Liebherr facility at SMM 2018
09:08 Atlantic RoRo Carriers makes its first vessel call at The Port of Philadelphia
08:35 Maersk Line introduces digital rate distribution solution

2018 August 21

18:28 JMS-designed RV Virginia is launched, to be delivered to VIMS
18:11 UCL Ports’ Multipurpose Reloading Complex invests heavily in development
18:02 Railway to Sabetta to be built on a concession basis, regional official says
17:24 Ukrainian seaports see a 2.5% decline in Jan-Jul cargo volumes, to 73.9 million tonnes
17:12 Equinor extends contract with Prosafe for Safe Boreas
16:16 M/V RK-19 drydocking and refit begins at Delo Group’s Aleksino Port Marina Shiprepair Yard
16:12 V.Group launches project ‘Embark’ to transform crewing
15:31 Team Tankers reports Q2 net income of $4.4 million
15:11 MOL announces additional investment in PKT Logistics Group, Malaysia
14:47 Kenia Port Authority takes delivery of new 75bp tugboat Eugene
14:31 GasLog inks new charter agreements, orders LNG carrier duo
13:38 All-Russian Aquarobotech 2018 marine robotics competition kicks off in Vladivostok
13:08 Fangcun Port in China to close effective 1st October 2018
13:02 Ministry of Natural Resources offers to set up the NSR development project office
12:24 Far East ports bunker prices open the week on a bearish note
12:08 CMA CGM announces PSS from Asia, India, the Middle East and America to Nigeria
11:21 OSCE mission barred from access to the Russian flagged tanker detained in Kherson port
11:13 Wärtsilä to build Smart Technology Hub, next-generation innovation and production centre in Finland
11:08 MSC slows ships to help protect whales in U.S. waters
10:41 Baltic Dry Index adds 4 pts to 1727 points
10:28 Port of Long Beach box volume rose 11.3% in Jan-Jul to 4.64 million TEUs
10:17 Crude oil futures gain slightly to $72.23 in London and to $65.53 in New York
10:08 HELCOM publishes report on sewage port reception facilities in the Baltic Sea
09:29 Port of Los Angeles seven-month container volumes down 2.59% to 5.14 million TEUs
09:08 Port of Long Beach approves Toyota's Green Terminal makeover
08:26 Crowley successfully supports Appomattox platform tow-out in the U.S. Gulf

2018 August 20

18:26 Okskaya Sudoverf Shipyard delivers sixth serial oil barge BELMAX 6 of ROB20 design
18:06 Dan-Bunkering expands and merges with Australian company
17:36 Carbon Trust and Fistuca announce successful execution of offshore test of innovative new installation technology
17:26 Russian owners, operators stop shipping to Ukraine for fear of loosing cargo
17:09 ESL Shipping takes delivery of eco-friendly bulk carrier Haaga
17:05 Teekay LNG Partners mandates banks to arrange Fixed Income Investor Call
16:35 CMA CGM announces FAK rates from Asia to North Africa
16:05 Royal Wagenborg's m.v. Nassauborg discharges timber in Alexandria
15:30 CMA CGM announces FAK rates from Asia to the Mediterranean
15:02 Maersk and Vopak to launch 0,5% sulphur fuel bunkering facility in Rotterdam
14:48 SHI awarded contract for LNG carrier duo from Celsius Tankers
14:23 Spot market price for Russian M100 product ended last week higher at an average of RUB 18,212 / pmt
13:21 Baltic Shipyard loads heavyweight propulsion units onto the 60MW LK-60 nuclear-powered icebreaker URAL
13:11 APL's Eagle Express Service delivers X-factor in Los Angeles
12:13 Golden Ocean Group to equip its 16 Capsize vessels with scrubbers
12:10 ANL to implement Operational Cost Recovery Surcharge in Chittagong Port
11:07 Port of Vyborg volumes in first seven months rose 28% to 970,000 tonnes
10:57 Golden Ocean announces Q2 2018 results
10:17 Crude oil futures prices edge down to $71.61 in London, in New York to $64.95
10:03 Port of Everett breaks ground on $36 mln South Terminal Wharf Modernization Project
10:03 Baltic Dry Index gains to 1723 points
09:57 Chinese Blockchain Company Yuanben to protect the safety of global maritime freight data
09:36 Box traffic at busiest Chinese ports in Jan-Jul rose 4.1% to 5.36 billion tons
09:28 Port of Hong Kong seven-month box volumes drop 4.4% to 11,5 million TEUs
08:44 Kongsberg Maritime wins contracts for nine hybrid Ro-Ro vessels

2018 August 19

08:19 CMA CGM announces GRR from UAE to East Africa
08:14 Maersk Line introduces Peak Season Surcharge – Scope World to Apapa, Nigeria and Tin Can Island Port, Nigeria
08:12 CMA CGM announces GRR from India to East Africa