Tidewater (NYSE: TDW) plans $500M WSUT acquisition to expand Brazil OSV fleet
Rhea-AI Filing Summary
Tidewater Inc. has entered a definitive agreement to acquire all shares of Wilson Sons Ultratug Participações S.A. and Atlantic Offshore Services S.A., whose assets include 22 platform supply vessels in Brazil, for an enterprise value of approximately $500 million, including assumed debt of about $261 million as of September 30, 2025.
The deal is structured as an all-cash purchase funded from cash on hand, with completion subject to Brazilian antitrust (CADE) approval, lender consents, delivery of required financial statements and other customary conditions, and a long-stop date of December 31, 2026. Tidewater expects WSUT to generate roughly $220 million of revenue and a gross margin near 58% over the first 12 months after a late second-quarter 2026 closing, with about $14 million of annual G&A expense and a pro forma net leverage ratio below 1.0x.
Positive
- Strategic entry into Brazilian OSV market at scale: Tidewater is acquiring WSUT’s 22-vessel fleet, with 21 vessels currently active in Brazil, positioning the company more deeply in what management calls one of the most attractive offshore vessel markets worldwide.
- Strong projected financial contribution with modest leverage: WSUT is expected to generate about $220 million of revenue and roughly 58% gross margin over the first year post-closing, while Tidewater anticipates maintaining a pro forma net leverage ratio below 1.0x.
Negative
- None.
Insights
Tidewater is making a sizable, Brazil-focused OSV acquisition with high projected margins.
Tidewater plans to buy WSUT and affiliates at an enterprise value of about $500 million, adding 22 offshore support vessels, 21 of which are currently active in Brazil. Management highlights Brazil as a particularly attractive offshore market and views this as a scaled entry with largely Brazilian-built tonnage.
The company projects WSUT will contribute around $220 million of revenue and a gross margin of roughly 58% over the first twelve months post-closing, with annual G&A of about $14 million. Pro forma for an estimated June 30, 2026 closing, Tidewater expects net leverage below 1.0x, suggesting moderate balance sheet risk for the size of the deal.
Completion depends on multiple conditions, including CADE approval, lender consents, delivery of financial statements, a $10 million minimum cash level at completion, and no Material Adverse Effect. The agreement includes customary termination rights and a $7.5 million break fee payable by the Tidewater purchasers in specified scenarios, so regulatory or integration challenges could still alter the outcome.
8-K Event Classification
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 22, 2026, Tidewater Inc., a Delaware corporation (the “Company”), entered into a Sale and Purchase Agreement (the “Sale and Purchase Agreement” and, together with the other related documents, the “Transaction Documents”) between Wilson Sons S.A., Ultranav International II, S.A. and Remolcadores Ultratug Limitada (collectively, the “Sellers”), Wilson, Sons Ultratug Participações S.A. and Atlantic Offshore Services S.A. (collectively, the “Target Companies”), and Pan Marine do Brasil Ltda., a company incorporated in Brazil and a wholly owned subsidiary of the Company and Tidewater Marine International, Inc., a company incorporated in the Cayman Islands and a wholly owned subsidiary of the Company (collectively, the “Tidewater Purchasers”), and the Company (together with the Tidewater Purchasers, the “Tidewater Parties”), pursuant to which, among other things, the Tidewater Purchasers will acquire all of the outstanding capital stock of the Target Companies. The assets currently owned by the Target Companies include 22 platform supply vessels (the “Vessels”). In exchange, the Tidewater Purchasers will pay the Sellers an aggregate cash purchase price of $500,000,000 on a debt free, cash free basis, subject to adjustments, including (without limitation) a reduction (net of cash) for the assumption of the Target Companies’ debt (the amount of which is to be determined upon completion but which was approximately $261 million as of September 30, 2025) (the “Purchase Price”), upon the terms and subject to the conditions of the Transaction Documents (the “Transaction”). The Company guarantees the performance of the Tidewater Purchasers’ obligations under the Sale and Purchase Agreement. The Tidewater Purchasers have also incepted certain warranty and indemnity insurance policies (collectively, the “W&I Insurance Policy”) in connection with the Transaction.
Pursuant to the Sale and Purchase Agreement, completion of the Transaction is subject to the satisfaction (or, where permitted, waiver) of certain conditions, including, among others, (i) the approval of the Brazilian antitrust authority (Conselho Administrativo de Defesa Econômica, or CADE), (ii) the consent of the lenders to the Target Companies’ group (the “Target Group”) to the change of control of the Target Group and the release of the parent company guarantees in respect of the Target Group’s indebtedness currently issued by the Sellers and their affiliates, (iii) the absence of any final and non-appealable order from an applicable governmental body that makes the consummation of the Transaction illegal or prohibits the Transaction, (iv) the Sellers and the Target Companies not being in material violation of specified obligations under the Sale and Purchase Agreement, (v) the accuracy in all material respects of fundamental warranties of the Sellers and the Target Companies, (vi) the repayment by the Target Group (or waiver in certain circumstances) of certain loans from the Sellers resulting in the release of the Target Companies from any liabilities in respect thereof, (vii) the Target Group having $10 million in freely available and immediately accessible cash and cash equivalents at completion, (viii) the delivery of certain financial statements to the Tidewater Parties to allow the Company to satisfy its reporting obligations with the Securities and Exchange Commission (the “SEC”) and (ix) the absence of a Material Adverse Effect as defined under the Transaction Documents.
The Sale and Purchase Agreement contains certain customary warranties of the Tidewater Parties and the Sellers. The Sale and Purchase Agreement also contains customary covenants and agreements, including, among others, covenants and agreements relating to (i) the conduct and operation of the Target Group during the period between the execution of the Sale and Purchase Agreement and the completion of the Transaction, (ii) the separation and transitional arrangements with respect to services currently provided by the Sellers and their affiliates to the Target Group, (iii) the efforts and cooperation of the parties to cause the Transaction to be completed, including actions required in connection with the satisfaction of the conditions described above and (iv) the Sellers’ and Target Companies’ delivery of certain financial statements of the Target Group to the Tidewater Purchasers. The Tidewater Purchasers will be able to make claims for losses arising out of breaches of the warranties and tax covenant of the Sellers against the W&I Insurance Policy and (with respect to fundamental warranties, tax warranties and tax covenant claims only, and as second recourse after the W&I Insurance Policy) the Sellers, subject to the terms and limitations set forth in the Sale and Purchase Agreement.
The Sale and Purchase Agreement contains certain customary termination rights, including, among others: (i) the right of the parties to terminate by mutual consent, (ii) the right of the Tidewater Purchasers or the Sellers to terminate in the event of a final and non-appealable governmental order from an applicable governmental authority that makes the consummation of the Transaction illegal or prohibits the Transaction, subject to certain conditions, (iii) the right of the Tidewater Purchasers to terminate for any breach of any Fundamental Warranty (as defined in the Sale and Purchase Agreement), in any material respect, that has not been waived by the Tidewater Purchasers or cured by the Sellers, and (iv) the right of either the Sellers or the Tidewater Purchasers to terminate if all of the conditions to completion have not been satisfied (or, where permitted, waived) by 5:00 pm (London time) on December 31, 2026, subject to the terminating party having complied in all material respects with its obligations related to the satisfaction (or, where permitted, waiver) of the conditions. The Tidewater Purchasers must pay a break payment to the Sellers of $7.5 million in certain circumstances, as specified in the Sale and Purchase Agreement.
The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Sale and Purchase Agreement, which is filed as Exhibit 2.1 hereto.
The Sale and Purchase Agreement and the foregoing description thereof have been included to provide investors and stockholders with information regarding the terms of such agreement. They are not intended to provide any other factual information about the Target Companies or the parties to the Sale and Purchase Agreement. The warranties and covenants contained in the Sale and Purchase Agreement, any Transaction Documents and the exhibits thereto were or will be made only as of specified dates for the purposes of such agreement, were and will be (except as expressly set forth therein) solely for the benefit of the parties to such agreement, may be subject to qualifications and limitations agreed upon by such parties (including being qualified by confidential disclosures made for the purposes of allocating risk between the parties instead of establishing those matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and stockholders. Investors are not third-party beneficiaries under the Sale and Purchase Agreement. Accordingly, investors and stockholders should not rely on such warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 7.01 | Regulation FD Disclosure. |
On February 22, 2026, the Company issued a press release announcing that the Company had entered into a definitive agreement in connection with the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if fully set forth under this item.
On February 22, 2026, the Company provided supplemental information regarding the Transaction in an investor presentation posted on its website. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference as if fully set forth under this item.
The information furnished pursuant to Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by us under the Exchange Act or Securities Act of 1933, as amended, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.
Disclaimer Regarding Forward Looking Statements
In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company notes that certain statements set forth in this communication are forward-looking statements which reflect our current view with respect to future events and future financial performance. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, statements about the expected timing for completion of the Transaction, the parties’ ability to complete the Transaction, the expected benefits of the Transaction, projected financial information (including the updated 2026 guidance), and future opportunities. All such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company, and our future results of operations could differ materially from our historical results or current expectations reflected by such forward-looking statements. These risks and uncertainties include, without limitation: satisfaction of the conditions to completion the Transaction; uncertainties as to the timing to consummate the Transaction; the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties; failure to obtain consents or waivers from the relevant third parties; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; the effects of disruption to our and the Sellers’ respective businesses; the effects of industry, market, economic, political or regulatory conditions outside of the parties’ control; transaction costs; our ability to achieve the benefits from the proposed transaction, including the anticipated cash flow generation and customer relationships; our ability to promptly, efficiently and effectively integrate the Vessels into our own operations; unknown liabilities; and the diversion of management time on Transaction-related issues. Other important factors that could cause actual results to differ materially from those in the forward-looking statements include: fluctuations in worldwide energy demand and oil and gas prices; fleet additions by competitors and industry overcapacity; limited capital resources available to replenish our asset base as needed, including through acquisitions or vessel construction, and to fund our capital expenditure needs; uncertainty of global financial market conditions and potential constraints in accessing capital or credit if and when needed with favorable terms, if at all; changes in decisions and capital spending by customers based on industry expectations for offshore exploration, field development and production; consolidation of our customer base; loss of a major customer; changing customer demands for vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets; rapid technological changes; delays and other problems associated with vessel maintenance; the continued availability of qualified personnel and our ability to attract and retain them; the operating risks normally incident to our lines of business, including the potential impact of liquidated counterparties; our ability to comply with covenants in our indentures and other debt instruments; acts of terrorism and piracy; the impact of regional or global public health crises or pandemics; the impact of potential information technology, cybersecurity or data security breaches; integration of acquired businesses and entry into new lines of business; disagreements with our joint venture partners; natural disasters or significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, such as expropriation or enforcement of customs or other laws that are not well developed or consistently enforced; risks associated with our international operations, including local content, local currency or similar requirements especially in higher political risk countries where we operate; interest rate and foreign currency fluctuations; labor changes proposed by international conventions; increased regulatory burdens and oversight; changes in laws governing the taxation of foreign source income; retention of skilled workers; enforcement of laws related to the environment, labor and foreign corrupt practices; increased global concern, regulation and scrutiny regarding climate change; increased stockholder activism; the potential liability for remedial actions or assessments under existing or future environmental regulations or litigation; the effects of asserted and unasserted claims and the extent of available insurance coverage; the resolution of pending legal proceedings; and other risks and uncertainties detailed in our most recent Form 10-K, Form 10-Qs and Form 8-Ks filed with or furnished to the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Statements in this communication are made as of the date hereof, and the Company disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 2.1 | Agreement for the Sale and Purchase of Wilson, Sons Ultratug Participações S.A. and Atlantic Offshore Services S.A., dated as of February 22, 2026, by and among Wilson Sons S.A., Ultranav International II, S.A., Remolcadores Ultratug Limitada, Wilson, Sons Ultratug Participações S.A., Atlantic Offshore Services S.A., Pan Marine do Brasil Ltda., Tidewater Marine International, Inc. and Tidewater Inc. | |
| 99.1 | Press Release announcing the Transaction, dated February 22, 2026 | |
| 99.2 | Investor Presentation related to the Transaction, dated February 22, 2026 | |
| 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. | ||
| Dated: February 24, 2026 | ||
| By: | /s/ Daniel A. Hudson | |
| Daniel A. Hudson | ||
| Executive Vice President, General Counsel and | ||
| Corporate Secretary | ||
Exhibit 99.1
Tidewater Inc. 842 West Sam Houston Parkway North, Suite 400 Houston, TX 77024, USA +1.713.470.5300 |
 |
Tidewater announces the all-cash acquisition of wilson Sons ultratug OFFSHORE
HOUSTON, February 22, 2026 - Tidewater Inc. (NYSE: TDW) (“Tidewater”) today announced that it has entered into a definitive agreement to acquire all of the outstanding shares of Wilson Sons Ultratug Participações S.A. and its affiliate Atlantic Offshore Services S.A. (collectively, “WSUT”) at an enterprise value of approximately $500 million, including the assumption of WSUT’s existing debt (the “Transaction”).
Strategic Rationale
| · | Strengthens Tidewater’s OSV position: WSUT’s fleet consists of 22 PSVs; pro forma for the Transaction, Tidewater will own a fleet of 213 OSVs, bringing Tidewater’s total global fleet size to 231 vessels, including crew boats, tug boats and maintenance vessels |
| · | Enhances Tidewater’s Brazilian presence: Expands Tidewater’s current fleet of 6 vessels in Brazil to a total of 28, providing meaningful scale and the operational capability required to support the continued growth of the Brazilian offshore energy market |
| · | Establishes Tidewater as one of the main providers of Brazilian-built PSVs: 19 of WSUT’s fleet of PSVs are Brazilian-built, establishing Tidewater as one of the main providers of Brazilian-built PSVs; Brazilian-built vessels receive priority to operate in Brazil |
| · | Brazilian-built fleet provides REB tonnage rights: WSUT’s fleet of Brazilian-built vessels would enable Tidewater to import international-flagged vessels into Brazil under the Brazilian Special Registry (“REB”) |
| · | Significant backlog coverage with contract roll over opportunity: WSUT’s fleet delivers approximately $441 million of existing backlog, with many contracts currently on day rates materially lower than current market day rates, providing for expected significant earnings and free cash flow uplift as contracts roll over |
| · | Delivers immediate financial accretion: The Transaction is expected to deliver meaningful accretion to both 2026E and 2027E earnings and free cash flow per share |
| · | Includes built-in, low-cost financing: Tidewater intends to novate WSUT’s low-cost, long-duration amortizing debt providing a significant cost of capital advantage and built-in financing |
Quintin Kneen, Tidewater’s President and Chief Executive Officer, commented, “The agreement to acquire WSUT marks yet another important milestone in the continued evolution of Tidewater. The Brazilian offshore vessel market is one of the largest and most compelling in the world and the addition of WSUT to the Tidewater fleet will enhance our presence in the country. WSUT has an excellent reputation as both a shipowner and ship operator, with a fleet that is among the most impressive worldwide today. As of today, 21 of WSUT’s 22 vessels are active and working in Brazil, allowing Tidewater to commercialize this new asset base.
“As we’ve surveyed the world and evaluated different regions, Brazil stands out as perhaps the most attractive to Tidewater. The scale of the offshore industry in Brazil, and in particular the offshore vessel industry, is one of the best in the world and we believe the long-term fundamentals for this market are highly favorable. WSUT presents a unique opportunity to enter Brazil in scale with a fleet that is almost 90% Brazilian-built. This provides Tidewater two distinct benefits: first, the attractiveness of these vessels in local commercial tendering processes and, second, the opportunity to utilize the REB capacity afforded by WSUT’s fleet with Tidewater’s international tonnage to pursue opportunities in Brazil and enjoy the same status as a Brazilian-built vessel. Considering the long-term supply and demand for offshore vessels in Brazil, as well as the potential to introduce international tonnage, this transaction provides Tidewater with a compelling opportunity to capitalize on these dynamics.
“Assuming the transaction closes at the end of the second quarter, we expect the WSUT business to generate approximately $220 million of revenue and generate a gross margin of approximately 58% over the first twelve months. In addition, we would expect to incur approximately $14 million of annual G&A expense.”
Kneen continued, “Following the successful refinancing transactions executed during the third quarter of 2025 and now the WSUT acquisition, we have executed a series of steps that have positioned Tidewater as one of the world’s leading OSV operators with what we believe to be the strongest balance sheet in the industry. Pro forma for an estimated June 30, 2026 closing of the Transaction, we will have a net leverage ratio below 1.0x which, when combined with substantial near-term free cash generation, will provide for continued flexibility to pursue additional capital deployment opportunities.”
Transaction Terms
Under the terms of the Transaction, Tidewater will acquire all of the outstanding shares of WSUT for cash consideration to be funded from cash on hand. It is also anticipated that WSUT’s existing debt of approximately $261 million (as of September 30, 2025) provided by BNDES and Banco do Brasil will be rolled over as part of the Transaction.
The Transaction was unanimously approved by Tidewater’s Board of Directors and is expected to close late in the second quarter of 2026, subject to required regulatory approvals and other customary closing conditions including approval from the Brazilian Antitrust Authority (CADE).
Advisors
Piper Sandler & Co. is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Machado, Meyer, Sendacz e Opice Advogados are serving as legal counsel to Tidewater.
Conference Call Information
In connection with the announcement of this Transaction, Tidewater management will host a conference call on February 23, 2026 at 8:00 am Central Time during which it will provide additional comments on the Transaction. Investors and interested parties may listen to the conference call via telephone by calling +1.800.715.9871 if calling from the U.S. or Canada (+1.647.932.3411 if calling from outside the U.S.) and provide Access Code: 8745688 prior to the scheduled start time. A live webcast of the call will also be available in the Investor Relations section of Tidewater’s website at investor.tdw.com.
About Tidewater
Tidewater owns and operates one of the largest fleets of offshore support vessels in the industry, with more than 65 years of experience supporting offshore energy exploration, production, generation and offshore wind activities worldwide.
Forward-Looking Statements
In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Tidewater notes that certain statements set forth in this press release contain certain forward-looking statements which reflect our current view with respect to future events and future financial performance. Forward-looking statements are all statements other than statements of historical fact including, without limitation, statements about the expected timing for closing the Transaction, the parties’ ability to complete the Transaction, the expected benefits of the Transaction, projected financial information (including the updated 2026 guidance) and future opportunities. All such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of Tidewater, and our future results of operations could differ materially from our historical results or current expectations reflected by such forward-looking statements. These risks and uncertainties include, without limitation: satisfaction of the conditions to closing the Transaction; uncertainties as to the timing to consummate the Transaction; the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties; failure to obtain consents or waivers from the relevant third parties; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; the effects of disruption to our and WSUT’s respective businesses; the effects of industry, market, economic, political or regulatory conditions outside of the parties’ control; transaction costs; our ability to achieve the benefits from the Transaction, including the anticipated cash flow generation and customer relationships; our ability to promptly, efficiently and effectively integrate the WSUT vessels into our own operations; unknown liabilities; and the diversion of management time on Transaction-related issues. Other important factors that could cause actual results to differ materially from those in the forward-looking statements include: fluctuations in worldwide energy demand and oil and gas prices; fleet additions by competitors and industry overcapacity; limited capital resources available to replenish our asset base as needed, including through acquisitions or vessel construction, and to fund our capital expenditure needs; uncertainty of global financial market conditions and potential constraints in accessing capital or credit if and when needed with favorable terms, if at all; changes in decisions and capital spending by customers based on industry expectations for offshore exploration, field development and production; consolidation of our customer base; loss of a major customer; changing customer demands for vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets; rapid technological changes; delays and other problems associated with vessel maintenance; the continued availability of qualified personnel and our ability to attract and retain them; the operating risks normally incident to our lines of business, including the potential impact of liquidated counterparties; our ability to comply with covenants in our indentures and other debt instruments; acts of terrorism and piracy; the impact of regional or global public health crises or pandemics; the impact of potential information technology, cybersecurity or data security breaches; integration of acquired businesses and entry into new lines of business; disagreements with our joint venture partners; natural disasters or significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, such as expropriation or enforcement of customs or other laws that are not well developed or consistently enforced; risks associated with our international operations, including local content, local currency or similar requirements especially in higher political risk countries where we operate; interest rate and foreign currency fluctuations; labor changes proposed by international conventions; increased regulatory burdens and oversight; changes in laws governing the taxation of foreign source income; retention of skilled workers; enforcement of laws related to the environment, labor and foreign corrupt practices; global concern, regulation and scrutiny regarding climate change; increased stockholder activism; the potential liability for remedial actions or assessments under existing or future environmental regulations or litigation; the effects of asserted and unasserted claims and the extent of available insurance coverage; the resolution of pending legal proceedings; and other risks and uncertainties detailed in our most recent Form 10-K, Form 10-Qs and Form 8-Ks filed with or furnished to the Securities and Exchange Commission. If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Investors should also carefully consider the risk factors described in detail in Tidewater’s most recent Form 10-K, most recent Form 10-Q, and in similar sections of other filings made by Tidewater with the SEC from time to time. Tidewater’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, Tidewater expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this press release to reflect any change in Tidewater’s expectations or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements and written and oral forward-looking statements attributable to Tidewater or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports filed by Tidewater with the SEC.
Contacts
Tidewater Inc.
West Gotcher
Senior Vice President,
Strategy, Corporate Development and Investor Relations
+1.713.470.5285
SOURCE: Tidewater Inc.
| tdw.com Wilson Sons UltraTug Offshore Acquisition Investor Presentation February 22, 2026 |
| tdw.com In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company notes that certain statements set forth in this communication are forward-looking statements which reflect our current view with respect to future events and future financial performance. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, statements about the expected timing for closing the Transaction, the parties’ ability to complete the Transaction, the expected benefits of the Transaction, projected proforma financial information (including updated guidance), and future opportunities. All such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company and could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, without limitation: satisfaction of the conditions to closing the Transaction; uncertainties as to the timing to consummate the Transaction; the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties; failure to obtain consents or waivers from the relevant third parties; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; the effects of disruption to our and the sellers’ respective businesses; the effects of industry, market, economic, political or regulatory conditions outside of the parties’ control; transaction costs; our ability to achieve the benefits from the Transaction, including the anticipated cash flow generation and customer relationships; our ability to promptly, efficiently and effectively integrate the acquired business into our own operations; unknown liabilities; and the diversion of management time on Transaction-related issues. Other important factors that could cause actual results to differ materially from those in the forward-looking statements include: fluctuations in worldwide energy demand and oil and gas prices; fluctuations in macroeconomic and market conditions (including risks related to recession, inflation, supply chain constraints or disruptions, interest rates, and exchange rates); global trade trends, including evolving impacts from implementation of tariffs and potential retaliatory measures; industry overcapacity; limited capital resources available to replenish our asset base as needed, including through acquisitions or vessel construction, and to fund our capital expenditure needs; uncertainty of global financial market conditions and potential constraints in accessing capital or credit if and when needed with favorable terms, if at all; changes in decisions and capital spending by customers in the energy industry and industry expectations for offshore exploration, field development and production; consolidation of our customer base; loss of a major customer; changing customer demands for vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets; rapid technological changes; delays and other problems associated with vessel maintenance; the continued availability of qualified personnel and our ability to attract and retain them; the operating risks normally incident to our lines of business, including the potential impact of liquidated counterparties; our ability to comply with covenants in our indentures and other debt instruments; acts of terrorism and piracy; the impact of regional or global public health crises or pandemics; the impact of potential information technology, cybersecurity or data security breaches; uncertainty around the use and impacts of artificial intelligence applications; integration of acquired businesses and entry into new lines of business; disagreements with our joint venture partners; natural disasters or significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, such as expropriation or enforcement of customs or other laws that are not well developed or consistently enforced; risks associated with our international operations, including local content, local currency or similar requirements especially in higher political risk countries where we operate; interest rate and foreign currency fluctuations; labor changes proposed by international conventions; increased regulatory burdens and oversight; changes in laws governing the taxation of foreign source income; retention of skilled workers; our participation in industry wide, multi-employer, defined pension plans; enforcement of laws related to the environment, labor and foreign corrupt practices; increased global concern, regulation and scrutiny regarding climate change; increased stockholder activism; the potential liability for remedial actions or assessments under existing or future environmental regulations or litigation; the effects of asserted and unasserted claims and the extent of available insurance coverage; the resolution of pending legal proceedings; and other risks and uncertainties detailed in our most recent Forms 10-K, Form 10-Q and Form 8-K filed with or furnished to the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Statements in this communication are made as of the date hereof, and the Company disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise. Forward-looking Statements 2 |
| tdw.com Transaction Summary Transaction Overview Tidewater Inc. (“TDW” or the “Company”) has entered into a definitive agreement to acquire Wilson Sons Ultratug Offshore Participações S.A. and Atlantic Offshore Services S.A. (“WSUT”) (the “Transaction”) WSUT owns 22 PSVs, 19 of which are Brazilian-built, establishing Tidewater as one of the main providers of Brazilian-built PSVs The Transaction continues Tidewater’s track record of acquiring modern, high specification fleets and firmly establishes it as one of the main providers of PSVs in the robust Brazilian offshore vessel market Consideration $500 million all cash acquisition that Tidewater expects to fund using a combination of the following: Assumption of ~$261 million of low interest(1), long-term amortizing debt, provided by BNDES & Banco do Brasil Cash on hand Timing & Key Conditions Standard regulatory approvals, including CADE in Brazil Approval of BNDES & Banco do Brasil on conveyance of WSUT debt to TDW Expected to close in late Q2 2026 3 (1) Represents the WSUT debt balance as of September 30, 2025. The weighted average annual interest rate on outstanding debt was approximately 3.6%. |
| tdw.com Acquired fleet also provides meaningful REB(3) capacity, providing optionality for legacy Tidewater vessels to pursue opportunities in the Brazilian offshore market Strategic Rationale 4 7 Built-in low cost, long-duration financing provides compelling cost of capital advantage Provides compelling entry point and scale into Brazil, one of the largest and most prolific offshore oil and gas markets in the world 2 4 3 Establishes Tidewater as one of the main providers of Brazilian-built PSVs Meaningful backlog coverage with opportunity for contracts to roll onto significantly higher day rates 5 6 Delivers significant accretion to 2026E and 2027E earnings and free cash flow per share WSUT acquisition continues Tidewater’s track record of acquiring large, modern fleets of OSVs, with a pro forma fleet of 213 OSVs(1) and an average age of 13.6 years 1 (2) (1) Excludes 18 other TDW vessels including crew boats, maintenance vessels and tug boats. (2) As of September 30, 2025. (3) Registering through Brazilian Special Registry (“REB”) is an alternative to bring foreign vessels without ANTAQ (Brazilian National Waterway Transportation Agency). |
| tdw.com Overview of WSUT 5 Note: Calculations for average age, backlog and headcount statistics as of September 30, 2025. 88% 4% 4% 4% Petrobras Fendercare Subsea 7 Others 966 employees 735 offshore 231 onshore Petrel, 640m2, 3,000 DWT Fragata, 640m2, 3,000 DWT Batuíra, 840m2, 4,500 DWT Zarapito, 840m2, 4,500 DWT Larus, 920m2, 5,000 DWT Pinguim, 920m2, 5,000 DWT > 700m2 Deck Space < 700m2 Deck Space 13 PSVs 9 PSVs 12 Years Average Age 17 Years Average Age $294m Backlog $147m Backlog 826m2 Avg. Deck Space 617m2 Avg. Deck Space Petrobras Fendercare Subsea7 Others Vessel Classification Customer Mix Q3 2025 YTD Select Vessels Organization Headquarters Rio de Janeiro, Brazil |
| tdw.com 108 46 37 191 22 213 Legacy TDW SPO SOFF Current TDW WSUT Pro Forma TDW Tidewater Continues to Expand and Evolve… 6 TDW has high-graded its fleet by focusing on high-quality, young assets, and value-accretive transactions for in-demand vessel classes Note: As of September 30, 2025. (1) Excludes 18 other TDW vessels including crew boats, maintenance vessels and tug boats. Legacy Current Pro Forma PSVs From OSV Fleet Size (PSV and AHTS Vessels)(1) TDW added 105 premier, high-quality OSVs to its fleet via M&A since 2022 |
| tdw.com …Firmly Establishing Itself as the Leading OSV Operator with the Largest High-Specification Fleet 7 Note: Vessel count reflects only PSVs and AHTSs; does not reflect 18 other TDW vessels including crew boats, maintenance vessels and tug boats. Source: Spinergie as of February 2026 and Company information. (1) Excludes vessels managed under Bram Offshore. High-Specification OSVs(2) Other OSVs Average Age OSV Count and Age Profile 213 191 117 112 98 89 62 56 48 45 44 42 28 22 0 5 10 15 20 25 0 50 100 150 200 250 TDWPF TDWS Chouest COSL Bourbon Vallianz Hornbeck ADNOC P&O Maritime CBO Hai Duong Britoil Harvey Gulf WSUT Average Age (Years) OSVs Pro Forma (1) (2) Includes PSVs with clear deck space > 700m2 and AHTSs with > 16k BHP. |
| tdw.com Market growth supported by strong rig and FPSO demand and expected continued robust levels of offshore investment Brazil Market Overview 8 Petrobras E&P Capital Expenditures ($bn)(3) (1) Source: Clarksons as of January 2026. Values reflect January 1st of each year. (2) Source: Spinergie as of Q3 2025. (3) Source: Petrobras 2026-2030 business plan (released November 2025). 2025E represents YTD 3Q 2025 annualized. 49 48 51 54 53 53 56 58 59 62 62 61 62 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E $7.1 $7.0 $10.3 $13.9 $15.9 $14.8 $15.4 $14.4 2021 2022 2023 2024 2025E 2026E 2027E 2028E Rig Demand Growth (Floater Demand)(1) Number of Contracted FPSOs(2) 18 20 21 25 30 34 36 36 36 38 2020 2021 2022 2023 2024 2025 2026 2027E 2028E 2029E |
| tdw.com 8 2 2 2 4 7 9 17 19 23 29 Others Marlin Navegação Maersk Augusta Offshore Sea1 Offshore OceanPact Bravante Starnav WSUT CBO Chouest Brazil PSV Market Overview 9 Brazilian-Flagged PSV Effective Utilization Brazilian-Built PSV Market(1) Brazilian PSV Market by Flag State(1) Brazilian-built vessels would enable TDW to import international vessels under REB(4) 70% 75% 80% 85% 90% 95% 0 40 80 120 160 200 Jan-21 Jan-22 Jan-23 Jan-24 Jan-25 Jan-26 Brazilian Flagged PSVs (No.) Effective Utilization (%) Source: Spinergie. (1) Excludes vessels built prior to 2000. (2) Under Law No. 9.432/1997 and ANTAQ Resolution No. 1/2015. Brazilian-flagged vessels receive priority to operate in Brazil 161 (2) Brazilian 41 Flagged International Flagged (3) WSUT owns 22 Brazilian-flagged PSVs, 19 of which are Brazilian-built. (4) Registering through Brazilian Special Registry (“REB”) is an alternative to bring foreign vessels without ANTAQ. (3) |
| tdw.com Highly Attractive and Untapped REB Tonnage 10 (1) ANTAQ: Brazilian National Waterway Transportation Agency. REB Tonnage Overview WSUT REB Regime WSUT REB capacity enables future vessel import opportunities Priority for Brazil-Built Vessels OSV vessels supporting E&P activities within Brazilian waters are reserved to Brazilian-flagged vessels under the cabotage regime Only Brazilian Navigation Companies (“EBNs”) can operate and charter vessels in Brazil Brazilian-flagged vessels have priority to operate in Brazil under Law No. 9.432/1997 and ANTAQ(1) Resolution No. 1/2015, creating cabotage protection for Brazilian-flagged OSVs Foreign-flagged vessels may only operate if ANTAQ grants a waiver (e.g., due to lack of suitable Brazilian tonnage) REB Overview Registering through Brazilian Special Registry (“REB”) is an alternative to utilize foreign vessels without ANTAQ authorization, and to have them considered as a Brazilian-flagged vessel for all purposes Once a foreign vessel is registered through REB, the original flag is suspended during the REB period Brazil-Built Vessels Drive REB Tonnage To bring foreign vessels, EBNs must follow REB rules established by Law No. 9.432/1997 and ANTAQ Resolution No. 1/2015 Under the rules, owners of Brazil-built vessels are granted REB capacity on a ratio of 0.5x for every Brazil-built vessel on a gross tonnage basis Existing Fleet Under REB Regime Mandrião Pardela Ostreiro |
| tdw.com $650 $22 $37 $33 $33 $33 $26 $20 $9 $6 $5 $28 $43 $38 $38 $683 $0 $100 $200 $300 $400 $500 $600 $700 $800 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 9.125% Senior Notes due July 2030 Vessel Facility Agreements WSUT Pro Forma Debt Payment Profile ($m) 11 Note: Represents WSUT outstanding debt as of September 30, 2025. (1) $22 million reflects WSUT principal payments from July to December 2026. 2026 full year principal payments: $45 million. (1) |
| tdw.com Summary 2 Attractive market fundamentals supporting meaningful cash flow generation capacity 4 Full cycle financial resilience with strong balance sheet and liquidity 3 Strong global footprint and increased exposure to blue-chip operators 5 Scalable platform designed for cash flow generation 6 Dedicated commitment to safety and sustainability 1 Largest global OSV Operator 12 |
| tdw.com tdw.com Thank you |
