Tidewater Inc. Completes Acquisition of Wilson Sons Offshore Units

What Happened

• Tidewater Inc. (TDW) filed an 8‑K reporting the closing of a previously announced purchase of certain Wilson Sons offshore companies. The parties executed an Amended & Restated Sale and Purchase Agreement on August 25, 2026 and completed the transaction on August 31, 2026 (press release furnished as Exhibit 99.1).
• As part of closing, Tidewater replaced Remolcadores as guarantor under the Banco do Brasil (BB) loan to Magallanes Navegação Brasileira S.A. (MNB) pursuant to a Fifth Amendment dated August 18, 2026. Tidewater also assumed or will replace seller guarantees under multiple BNDES loan facilities and procured bank support to backstop those obligations.

Key Details

• Banco do Brasil (BB) loan (BB Loan): outstanding principal ≈ USD $22.5 million as of closing; interest rate 3.10% p.a.; maturity December 18, 2030; principal amortizes ≈ USD $0.4M monthly. Tidewater is now guarantor and four MNB vessels secure the loan.
• BNDES Construction Loans: aggregate outstanding principal ≈ USD $170.1 million across facilities (maturities Dec 2026–Dec 2035); current interest 2.64%–3.43% p.a.; upon Tidewater becoming guarantor certain loans’ rates will increase (to 3.21% and 3.77%) and collateral coverage ratios will be raised (to 130%).
• BNDES Conversion & Drydock (C&D) Loans: aggregate outstanding principal ≈ USD $36.7 million; includes a July 2026 facility of ~USD $26.8M with first disbursement scheduled Oct 2026; interest rates around 2.4%–3.0% p.a.
• Backstop and covenant: Tidewater obtained unsecured bank guarantees from DNB Bank ASA capped at USD $170,458,000 (the “Replacement LCs”) to support replacement of BNDES parent guarantees. Tidewater must maintain minimum liquidity (cash + undrawn revolver capacity) ≥ 1.25× the outstanding Replacement LCs until they are terminated. Tidewater has committed to use best endeavors to replace or repay and terminate the BNDES parent guarantees by December 31, 2026.

Why It Matters

• The transaction expands Tidewater’s fleet/operations but brings material loan obligations and guarantor responsibilities (BB loan ~ $22.5M; BNDES facilities ~ $206.8M combined principal as of closing). Investors should note these added secured loans, interest rates, amortization schedules and lender covenants that could affect cash flow and liquidity.
• Tidewater’s obligation to replace seller guarantees by year‑end is backed by sizeable bank guarantees and a liquidity covenant (1.25×), creating a near‑term operational and financing priority. Failure to meet lender covenants or to replace guarantees could trigger remedies under the BB or BNDES facilities (including acceleration) as described in the filing.