TIDEWATER INC 8-K

What Happened
Tidewater Inc. announced it entered into a Sale and Purchase Agreement to acquire all outstanding shares of Wilson Sons Ultratug Participações S.A. and Atlantic Offshore Services S.A. from Wilson Sons S.A., Ultranav International II, S.A. and Remolcadores Ultratug Limitada. The aggregate cash purchase price is $500,000,000 on a debt‑free, cash‑free basis, subject to adjustments (including reduction for assumed debt). The filing notes the assumed debt was approximately $239.7 million as of March 31, 2026. Tidewater says it has obtained required local regulatory approvals (including the Brazilian Antitrust Authority) and change‑of‑control waivers; the parties now expect the transaction to close in the third quarter of 2026.

Key Details

• Purchase price: $500,000,000 cash (debt‑free, cash‑free), subject to customary adjustments.
• Assumed debt: approximately $239.7 million as of March 31, 2026 (may reduce net purchase price).
• Approvals obtained: all required local regulatory approvals, including Brazilian Antitrust Authority, and change‑of‑control waivers under primary credit facilities.
• Remaining steps: completion of documentation, including amendments to the Target Companies’ credit facilities; close expected during Q3 2026.

Why It Matters
This is a material acquisition for Tidewater by size and scope: a $500M transaction that will add the Target Companies’ vessels and customer relationships to Tidewater’s operations. The final net cost depends on debt adjustments and financing consents, and closing remains subject to remaining documentation and conditions. Investors should note the filing’s forward‑looking disclosures about risks (timing, approvals, consents, integration, unknown liabilities and other items) that could affect the transaction’s completion and the anticipated benefits.