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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): September 21, 2026
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 |
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
1.01 |
Entry into a Material Definitive Agreement. |
On
September 21, 2026, Tidewater Inc., a Delaware corporation (“Tidewater” or the “Company”) entered
into a Guarantee Agreement with Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”). Pursuant
to the Guarantee Agreement, the Company agrees to guarantee the full and timely payment when due and payable of all of the borrower’s
obligations under the BNDES Construction Loans (as defined below). Tidewater’s guarantee constitutes its unsecured obligations and,
subject to certain limitations, ranks pari passu in priority of payment with all of its other unsecured and unsubordinated obligations.
The BNDES Construction Loans
consist of the loan facilities under the Credit Facility Agreements Nos. 07.2.0417.1, 07.2.0418.1, 10.2.1621.1, 12.2.0433.1, and 12.2.0434.1
(collectively, the “BNDES Construction Loans”), entered into between 2007 and 2012 and as amended from time to time,
by and between BNDES, as lender, Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A., “WSO”), an indirect
wholly owned subsidiary of the Company, as borrower, and Wilson Sons S.A. (“Wilson Sons”) and/or Remolcadores Ultratug
Limitada (“Remolcadores”), as guarantors. The Company is currently working with BNDES to finalize the documentation
for releasing Wilson Sons and Remolcadores as guarantors of the BNDES Construction Loans. See the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on August 31, 2026 for further information about the BNDES Construction Loans.
The
foregoing summary of the Guarantee Agreement is subject to, and qualified in its entirety by, the text of the Guarantee Agreement, a copy
of which is filed as Exhibit 10.1 hereto, the terms of which are incorporated herein by reference.
| Item
2.03 |
Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference as if fully set forth under this item.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The
following exhibits are filed herewith:
Exhibit
No. |
|
Description |
| 10.1 |
|
Guarantee Agreement, dated as of September 21, 2026, between Tidewater Inc., as guarantor, and Banco Nacional de Desenvolvimento Econômico e Social, as beneficiary |
| 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: September 25, 2026 |
|
|
| |
|
|
| |
By: |
/s/ Daniel A. Hudson |
| |
|
Daniel A. Hudson |
| |
|
Executive Vice President,
Chief Legal Officer and Corporate Secretary |
