Tidewater's $650M Bond Deal Signals Major Debt Restructuring Strategy

Rhea-AI Filing Summary

Tidewater announced a significant debt refinancing initiative on June 23, 2025. The company plans to offer $650 million in senior notes due 2030 through a private offering to qualified institutional buyers under Rule 144A and Regulation S.

Key aspects of the refinancing plan:

• Proceeds will be used to repay existing senior secured term loan
• Redeem outstanding 8.50% Senior Secured Bonds due 2026
• Redeem outstanding 10.375% Senior Unsecured Bonds due 2028
• Cover associated premiums, interest, fees and expenses

Additionally, Tidewater secured commitment letters for a new $250 million senior secured revolving credit facility. The new facility's availability is contingent on completing the debt repayment and redemption process, though the Notes offering is not conditional on finalizing the new credit agreement.

Positive

• Company is refinancing its debt structure with a new $650M senior notes offering, potentially improving its debt profile and extending maturities to 2030
• Securing a new $250M senior secured revolving credit facility, enhancing liquidity position and financial flexibility
• Strategic debt restructuring to eliminate both 8.50% Senior Secured Bonds and 10.375% Senior Unsecured Bonds, likely reducing overall interest expense

Negative

• Company will incur additional expenses related to premiums, fees, and redemption costs for the early retirement of existing bonds
• New debt offering of $650M represents a significant leverage commitment through 2030

Insights

Corporate Finance Specialist

Tidewater is refinancing $650M in debt with new notes and establishing a $250M credit facility, likely improving its debt structure.

Tidewater's debt refinancing initiative represents a significant balance sheet restructuring. The company is issuing $650 million in senior notes due 2030 while simultaneously establishing a new $250 million revolving credit facility. The proceeds will be used to retire multiple existing debt instruments: their senior secured term loan, 8.50% Senior Secured Bonds due 2026, and 10.375% Senior Unsecured Bonds due 2028.

This refinancing strategy appears aimed at extending debt maturities and potentially reducing interest expenses. Most notably, the company is replacing secured bonds carrying an 8.50% interest rate and unsecured bonds with a 10.375% rate with new senior notes that likely carry a lower interest rate given current market conditions. The consolidation of multiple debt instruments into a single issuance also simplifies the capital structure.

The new $250 million revolving credit facility enhances Tidewater's liquidity position and financial flexibility, providing a funding cushion for operational needs or potential growth opportunities. This comprehensive debt restructuring suggests management is taking a proactive approach to liability management, potentially improving the company's financial profile by extending maturities and reducing interest burden while maintaining operational flexibility through the new revolving facility.

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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): June 23, 2025

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 Symbol(s)		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.

Notes Offering

On June 23, 2025, Tidewater Inc. (the “Company”) announced its intention to offer, subject to market conditions and other factors, $650,000,000 aggregate principal amount of senior notes due 2030 (the “Notes”) in a private offering (the “Offering”) exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the U.S. in reliance on Regulation S under the Securities Act.

The Company expects to use the net proceeds from the Offering, together with cash on hand, (i) to repay in full the Company’s existing senior secured term loan, (ii) to fund the redemption (the “Redemption”) of both the Company’s outstanding 8.50% Senior Secured Bonds due 2026 (the “2026 Bonds”) and its outstanding 10.375% Senior Unsecured Bonds due 2028 (the “2028 Bonds”) and (iii) to pay the premiums, accrued interest, fees and expenses related to the term loan payoff, Redemption and the issuance of the Notes. This report does not constitute a notice of redemption for the 2026 Bonds or the 2028 Bonds.

On June 23, 2025, the Company issued a press release related to the foregoing. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

New Revolving Credit Facility

In connection with the Offering, the Company received commitment letters from lenders for a new $250 million senior secured revolving credit facility (the “New Credit Agreement”). The New Credit Agreement will be entered into on the closing date of the Offering with borrowing availability subject to customary conditions precedent, including the repayment in full of the Term Loan, the redemption of the 2026 Bonds and the 2028 Bonds, the discharge of certain liens securing existing indebtedness and the pledge of the collateral required under the New Credit Agreement. The completion of the Offering is not conditioned upon entry into the New Credit Agreement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated June 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 23, 2025	By:	/s/ Samuel R. Rubio
		Samuel R. Rubio
		Executive Vice President and Chief Financial Officer

FAQ

How much is TDW's new senior notes offering announced on June 23, 2025?

TDW announced its intention to offer $650,000,000 aggregate principal amount of senior notes due 2030 in a private offering to qualified institutional buyers under Rule 144A and Regulation S.

What is the size of TDW's new revolving credit facility in 2025?

Tidewater received commitment letters for a $250 million senior secured revolving credit facility that will be entered into on the closing date of the Notes Offering.

How will TDW use the proceeds from its 2030 senior notes offering?

TDW will use the proceeds, along with cash on hand, to: 1) repay its existing senior secured term loan, 2) fund the redemption of its 8.50% Senior Secured Bonds due 2026 and 10.375% Senior Unsecured Bonds due 2028, and 3) pay related premiums, accrued interest, fees and expenses.

What bonds is TDW planning to redeem in 2025?

TDW plans to redeem two sets of bonds: the 8.50% Senior Secured Bonds due 2026 and the 10.375% Senior Unsecured Bonds due 2028.

Who can participate in TDW's 2030 senior notes offering?

The Notes are being offered exclusively to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to investors outside the U.S. in reliance on Regulation S under the Securities Act.