Tidewater (TDW) Prices 3.52M Share Offering at $17.85/sh

Tidewater Inc. (NYSE: TDW) today announced the pricing of its registered underwritten public offering of 3,520,000 shares of its common stock at a public offering price of $17.85 per share. The gross proceeds from the offering, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $62,832,000. In addition, the Company has granted the underwriter a 30-day option to purchase up to an additional 528,000 shares of its common stock at the public offering price, less the underwriting discounts. The Company intends to use the net proceeds from the offering (before expenses) to repurchase from Banyan Overseas Limited (“Banyan”) a number of warrants exercisable for shares of the Company’s common stock (“Warrants”) equal to the number of shares of the Company’s common stock sold in the offering (including any shares sold pursuant to the underwriter’s option to purchase additional shares of the Company’s common stock). The Warrants were issued to Banyan in connection with the Company’s acquisition of all of the issued and outstanding shares of Swire Pacific Offshore Holdings Limited (now known as Tidewater Pacific Offshore Holdings Limited) from Banyan.

Morgan Stanley is acting as the sole underwriter for the offering. The offering is expected to close on August 12, 2022 subject to the satisfaction of customary closing conditions.

The shares of common stock described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-234686), including a base prospectus, which was previously filed by the Company with the Securities and Exchange Commission (“SEC”) and declared effective on July 20, 2021. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and will be available on the SEC’s website at www.sec.gov. The securities are being offered only by means of a prospectus supplement and accompanying prospectus forming a part of the effective registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus and, when available, copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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