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TDW Issues $650 Million Unsecured 2030 Notes, Retires 2026/28 Bonds

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tidewater Inc. (NYSE: TDW) filed an 8-K disclosing the successful pricing of a privately placed $650 million senior unsecured notes offering. The notes will bear a coupon of 9.125% and mature on July 15, 2030. Issued at par and sold under Rule 144A / Regulation S, the securities are available solely to qualified institutional buyers and non-U.S. investors.

Intended use of proceeds: (i) repay in full the company’s outstanding senior secured term loan; (ii) redeem its 8.50% Senior Secured Bonds due 2026 and 10.375% Senior Unsecured Bonds due 2028; and (iii) cover associated redemption premiums, accrued interest, fees and expenses. Any residual funding will come from existing cash on hand. The new notes will rank senior unsecured and carry guarantees from certain U.S. subsidiaries.

Capital-structure implications: • Extends Tidewater’s nearest bond maturity from 2026/2028 to 2030, lengthening the debt ladder by 2-4 years. • Replaces secured debt with unsecured debt, potentially freeing collateral and increasing financial flexibility. • Blended interest cost relative to existing instruments changes: the 9.125% coupon is 62.5 bp higher than the 2026 secured notes but 125 bp lower than the 2028 unsecured notes; the net cost effect versus the term loan was not disclosed.

The company issued a press release (Exhibit 99.1) on June 24 2025 announcing the transaction. Closing, redemption timing, and final net proceeds were not included in this filing.

Positive

  • Extends nearest bond maturity from 2026/2028 to 2030, reducing short-term refinancing risk.
  • Redeems higher-coupon 10.375% 2028 bonds, lowering interest expense on that tranche.
  • Transforms secured debt into unsecured, freeing collateral and enhancing financial flexibility.

Negative

  • Coupon of 9.125% exceeds the 8.50% rate on 2026 secured bonds, marginally increasing cost on that portion.
  • Total interest burden could rise depending on the retired term-loan rate, details of which were not provided.

Insights

TL;DR: TDW upsizes, extends and unsecured its debt stack with a 9.125% 2030 note, using proceeds to retire 2026/28 bonds and term loan.

The $650 million senior unsecured note offering removes near-term maturities and replaces collateralized obligations with an unsecured instrument. Although the coupon is above current secured debt, it is materially below the 10.375% 2028 bonds, delivering immediate interest savings on that tranche. The all-in weighted cost will depend on the term loan rate, but the deal simplifies the capital structure, enhances covenant headroom, and pushes out maturities to 2030, which should be viewed favorably by credit investors. Because buyers are QIBs, immediate secondary-market liquidity will be limited, yet the pricing at par suggests solid demand despite a high-single-B energy services profile.

TL;DR: Refinancing derisks TDW’s balance sheet but slightly raises interest versus 2026 notes; net equity impact modestly positive.

The transaction removes refinancing overhangs for 2026 and 2028, giving management runway to execute on offshore service vessel recovery. Unsecured status liberates collateral and may improve strategic flexibility, including M&A. The higher coupon on the replaced secured bonds modestly lifts annual interest expense, yet savings on the 2028 notes partially offset this. Net leverage is unlikely to rise because proceeds target existing obligations. Overall, the market is likely to interpret the deal as prudent housekeeping that reduces refinancing risk, a mild positive for the equity story.

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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 24, 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.

 

On June 24, 2025, Tidewater Inc. (the “Company”) announced the pricing of its previously announced private offering (the “Offering”) of $650 million in aggregate principal amount of unsecured senior notes due 2030 (the “2030 Notes”). The 2030 Notes will bear interest at a rate of 9.125% per year and will mature on July 15, 2030. The 2030 Notes will be issued at par.

 

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act of 1933 (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 2030 Notes. The 2030 Notes will be senior unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by certain of the Company’s U.S. subsidiaries.

 

On June 24, 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.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated June 24, 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 24, 2025 By: /s/ Samuel R. Rubio
    Samuel R. Rubio
    Executive Vice President and Chief Financial Officer

 

 

FAQ

What did Tidewater (TDW) announce in its June 24 2025 8-K?

Tidewater priced a private offering of $650 million senior unsecured notes due 2030 with a 9.125% coupon.

How will Tidewater use the $650 million note proceeds?

Proceeds, plus cash on hand, will repay the senior secured term loan and redeem the 2026 and 2028 bonds, plus fees and premiums.

What interest rate do the new Tidewater 2030 notes carry?

The notes bear interest at 9.125% per annum and will be issued at par value.

Will Tidewater’s new notes be secured?

No. The 2030 notes are senior unsecured obligations guaranteed by certain U.S. subsidiaries.

Does the refinancing change Tidewater’s debt maturity profile?

Yes. It removes 2026 and 2028 maturities, pushing the next major maturity to 2030.

Who can purchase the new Tidewater notes?

Only qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S.
Tidewater Inc

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