Tidewater Inc. completed the acquisition of Swire Pacific Offshore Services (Pte.) Limited from Banyan Overseas Limited for approximately $300 million.
April 22, 2022
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Tidewater Inc. (NYSE:TDW) entered into definitive agreement to acquire Swire Pacific Offshore Services (Pte.) Limited from Banyan Overseas Limited for approximately $190 million on March 9, 2022. The consideration consists of 8,100,000 Jones Act warrants, each of which will be initially exercisable for one share of Tidewater common stock at $0.001 per share which would represent approximately 15.6% of TDW's outstanding share and $42 million in cash. The cash portion of the purchase price is subject to customary adjustment mechanisms related to SPO's closing date working capital, cash and indebtedness. TDW will use available cash on hand to fund the cash portion of the consideration. The combined businesses will operate under the Tidewater brand and will continue to be led by TDW Chief Executive Officer Quintin Kneen. The Board of Directors structure for TDW will remain unchanged upon completion of the transaction. The transaction is subject to listing of Tidewater's new shares and other closing conditions. The transaction has been approved by board of Tidewater. The transaction is subject to regulatory approval and is expected to close in the second quarter of 2022. Evercore L.P. acted as financial advisor and Vinson & Elkins LLP acted as legal advisor to Tidewater. Arman Kuyumjian, William Sherman, Robin Feiner, Gabriel Benincasa, Ronald Oleynik, Antonia Tzinova, John Martini, Mark Francis, Elizabeth Burkhard, Dan Neustadt, John Dierking and Kerry Kehoe of Holland & Knight LLP acted as legal advisor to Banyan Overseas Limited. Moelis & Company LLC acted as financial advisor to Swire Pacific Limited, parent company of Banyan Overseas Limited.
Tidewater Inc. (NYSE:TDW) completed the acquisition of Swire Pacific Offshore Services (Pte.) Limited from Banyan Overseas Limited for approximately $300 million on April 22, 2022. In addition, Tidewater paid $10.9 million in cash ($19.6 million paid at closing less an $8.8 million post-closing working capital refund) related to pre-closing working capital adjustments for a total consideration of $215.5 million, assumed $100 million of liabilities and acquired $33.152 million of cash of Swire Pacific Offshore Holdings.
Tidewater Inc. is an owner and operator of offshore support vessels providing offshore energy transportation services worldwide. The Company's segments include Americas, Asia Pacific, Middle East, Europe/Mediterranean and West Africa. Its vessels and associated services support all phases of offshore crude oil and natural gas (also referred to as oil and gas) exploration activities, field development, production and maintenance, as well as windfarm development and maintenance. Its services include transporting supplies and personnel necessary to sustain drilling, workover, production activities, field abandonment, dismantlement and restoration activities; offshore construction and seismic and subsea support; geotechnical survey support for windfarm construction, and a variety of other specialized services such as pipe and cable laying. The Company offers a diversified fleet of offshore service vessels (OSV or vessels), with around 217 vessels serving customers in over 30 countries.
Tidewater Inc. completed the acquisition of Swire Pacific Offshore Services (Pte.) Limited from Banyan Overseas Limited for approximately $300 million.