• 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 December 9

17:01 Jan De Nul starts beach protection project in Benin
16:06 MOL to participate in construction, ownership, operation of FSRU for Jawa 1 Gas-Fired IPP Project in Indonesia
14:40 Coast Guard continues search for survivors of capsized migrant vessel off Dominican Republic
13:38 CMA CGM announces FAK rates for Asia-Middle East Gulf trade
11:39 MHI Vestas clinches largest MW turbine order for Scotland's Moray Firth

2018 December 8

17:15 Huntington Ingalls Industries names Herman Shelanski as new VP, Business Development at it's shipbuilding division
16:07 Gladding-Hearn built pilot boat delivered to Southwest Alaska Pilots Association
13:12 EGCSA blasts MPA's ban on open-loop scrubbers in Singapore
10:28 Torqeedo displays 2019’s new electric boating products at Salon Nautique International de Paris.

2018 December 7

18:01 Naming ceremony for Arctic condensate tanker Boris Sokolov held at Guangzhou Shipyard International
17:38 Tellurian and Vitol sign MOU for 15-year LNG sale on JKM
17:14 Port of Tallinn rewards emission-reducing ships with a discount of up to 8% on tonnage fees
16:50 Vladimir Putin presents Captain Zybko with Distinguished Maritime Service Order
16:26 BSAP updates move forward at HELCOM key meeting
16:02 Orange Business Services keeps Arctic Shipping Company fleet connected along the Northern Sea Route
15:37 EU NAVFOR promotes maritime security dialogue in Somalia
14:59 Protection structures to be built at the port of Sochi
14:25 Northern Fleet's frigate Admiral Gorshkov takes part in training in the Barents Sea
14:08 ABS signs MOU with KOMERI to create a new facility dedicated to improving the safety of LNG as fuel
13:08 Crowley adds 400 new refrigerated containers to its fleet
12:26 Freight turnover of Neva-Metal (Saint-Petersburg) in 11M’18 climbed by 3% Y-o-Y to about 2.9 million tonnes
11:57 Montreal, Canada to host 14th Arctic Shipping Summit on 13-14 March 2019
11:24 Vladivostok Sea Fishing Port handled 284,000 tonnes of fish in 11M’18, up 25.8% Y-o-Y
11:08 SEA Europe and ECSA pleased with EU’s actions on trade-distortive South Korean measures in shipping and shipbuilding
10:45 Extraordinary General Shareholders Meeting of LUKOIL approves interim dividends
10:21 Brent Crude futures price down 0.62% to $59.69, Light Sweet Crude – down 0.41% to $51.28
10:06 Barcelona City Council supports reducing pollution in the Mediterranean with a low emissions zone
09:42 Bunker prices are slightly down at the Port of Saint-Petersburg, Russia (graph)
09:19 Baltic Dry Index is up to 1,339 points
09:03 Fincantieri launches new ship “Carnival Panorama” for Carnival Cruise Line
08:07 NYK concludes long-term charter agreement for two LNG carriers with Total
07:24 ‘Breakbulk carrousel’ gives breakbulk and heavy cargo companies space for further growth in Rotterdam’s Waalhaven

2018 December 6

18:05 ONE Thailand receives 2018 Best Container Liner Award from Thai National Shippers’ Council
17:54 IAPH LNG bunkering audit tool already used to license operations at Port of Rotterdam
17:35 IMO highlights key elements of the Initial IMO Strategy on reduction of GHG emissions from ships
17:17 2019 port tariff increases at North Sea Port stay below inflation level
17:05 Chinese group Lingang signs 5 MOU’s for the realisation of the Lingang Overseas Modern Industrial Park in Zeebrugge
16:40 RF Navy's Northern Fleet to protection Russia’s national interests in the Arctic
16:15 Nexans strengthens its focus on Inspection, Maintenance and Repair (IMR) services with a dedicated team of IMR experts
16:01 MABUX: Big chance for bunker prices to turn into firm upward evolution again
15:38 Samskip's investments secure supply chain against Brexit
15:26 Russian Railways: Loading of export cargo bound for domestic ports up 4.9% to 279.8 million tonnes in 11M’18
15:01 Höegh LNG announces delivery of FSRU number nine, "Höegh Gannet"
14:47 Shipboard equipment localization center encourages shipbuilders to scale up their activities in info-field
14:12 MV S’hail al Wajbah is the newest addition to the Baumarine Pool
13:49 Throughput of port Taganrog in 11M'18 up 3% to 2.78 million tonnes
13:33 FESCO transported 24,000 tonnes to Chukotka under northern delivery of cargoes-2018
13:12 Jan De Nul signs 25 year concession agreement to dredge Guayaquil Port Access Channel
12:50 Modernization of FESCO terminal in Novosibirsk to halve the time of container handling
12:28 Bunker prices continue going down at the Far East ports of Russia (graph)
12:09 CMA CGM announces FAK rates from Asia to Red Sea
11:54 BashVolgotanker carried 1.8 million tonnes of oil products in navigation season of 2018, flat Y-o-Y
11:22 Ukraine accedes to load lines convention
11:00 Bunker sales at port Vladivostok in 11M’2018 grew by 64% to 1.034 million tonnes
10:37 Work on Freeport of Riga Development Programme for 2019-2028 nears completion
10:15 Brent Crude futures price down 0.83% to $61.05, Light Sweet Crude – down 1.04% to $52.34
09:56 CMA CGM and Freightos sign landmark agreement advancing digitization in the shipping industry
09:43 Vostochny Port exported 22.3 million tonnes of coal in 11M’2018, up 5.8% Y-o-Y
09:18 Baltic Dry Index is up to 1,296 points

2018 December 5

19:13 Damen’s first Fishing Seminar success as new leasing fund welcomed by South African fishing community