Tidewater Inc 8-K, filed Dec 16, 2021
Tidewater Inc (TDW)
About this 8-K
Tidewater Inc filed this 8-K on December 16, 2021, reporting on events of December 15, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.03: Change to shareholders' rights
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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(I.R.S. Employer
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incorporation or organization)
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(d)
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Exhibits.
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4.1
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99.1
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Date: December 16, 2021
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TIDEWATER INC.
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By:
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/s/ Daniel A. Hudson
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Daniel A. Hudson
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Executive Vice President, General Counsel and Secretary
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Exhibit 4.1
AMENDMENT NO. 1
TO
TAX BENEFITS PRESERVATION PLAN
Amendment No. 1, dated as of December 15, 2021 (this “Amendment”), to the Tax Benefits Preservation Plan, dated as of April 13, 2020 (the “Plan”), between Tidewater Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent are parties to the Plan;
WHEREAS, Section 26 of the Plan provides that for so long as the Rights (as defined in the Plan) are redeemable, the Company may, in its sole and absolute discretion, supplement or amend the Plan in any respect without the approval of any holders of Rights or Common Stock (as defined in the Plan);
WHEREAS, the Rights are redeemable in accordance with the terms of the Plan; and
WHEREAS, the Company has deemed it desirable to amend the Plan as set forth below.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Amendments.
(a) Clause (i) of Section 7.1 of the Plan is amended in its entirety to read as follows:
“(i) the close of business on December 15, 2021 (the “Final Expiration Date”),”
(b) The form of “Summary of Terms” contained in Exhibit C to the Plan is amended so that the reference therein to “April 13, 2023” is replaced with “December 15, 2021”.
2. Effect of this Amendment. It is the intent of the parties hereto that this Amendment constitutes an amendment of the Plan as contemplated by Section 26 thereof. The provisions of Section 18 and Section 20 of the Plan shall survive the expiration of the Rights and termination of the Plan.
3. Counterparts. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
4. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
5. Descriptive Headings. The captions herein are included for convenience of reference only, do not constitute a part of this Amendment and shall be ignored in the construction and interpretation hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date set forth above.
TIDEWATER INC.
By: /s/ Sam R. Rubio
Name: Sam R. Rubio
Title: Chief Financial Officer
COMPUTERSHARE TRUST COMPANY, N.A.
By: /s/ Katherine Anderson
Name: Katherine Anderson
Title: Vice President, Client Services
Exhibit 99.1
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Tidewater Inc. 6002 Rogerdale Road, Suite 600 Houston, TX 77072-1655, USA +1.713.470.5300 |
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TIDEWATER ANNOUNCES TERMINATION OF TAX BENEFITS PRESERVATION PLAN
HOUSTON, December 15, 2021 - Tidewater Inc. (NYSE: TDW) (the “Company”) today announced that its Board of Directors has amended its previously adopted Tax Benefits Preservation Plan (the "Plan") to accelerate the termination of the Plan to December 15, 2021. The Plan, previously scheduled to expire on April 13, 2023, was designed to protect the Company’s existing net operating loss carryforwards and foreign tax credits, by deterring an acquisition of the Company's stock in-excess of a threshold amount that could trigger an “ownership change” within the meaning of the Internal Revenue Code.
Quintin Kneen, Tidewater’s President and Chief Executive Officer, commented, “The Plan was established in March of 2020 to protect significant tax attributes that were at risk of being limited under Section 382 of the Internal Revenue Code due to the considerable rolling three-year change in ownership percentage of the Company, which was driven in part by the issuance of shares in the November 2018 acquisition of GulfMark Offshore, Inc. Subsequent to the recent third anniversary of that transaction as well as other factors, the rolling three-year change in ownership was reduced significantly. The Board determined that the Company's tax attributes no longer need the protection of the Plan, and it is in the best interest of the Company's shareholders to promptly terminate the Plan.”
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. 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. Investors should carefully consider the risk factors described in detail in the Company’s most recent Form 10-K, most recent Form 10-Q, and in similar sections of other filings made by the Company with the SEC from time to time. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, the Company 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 the Company’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 the Company 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 the Company with the SEC.
Contacts
Tidewater Inc.
West Gotcher
Vice President,
Finance and Investor Relations
+1.713.470.5285
SOURCE: Tidewater Inc.