Form 8-K/A date of report 04-22-22 true 0000098222 0000098222 2022-04-22 2022-04-22 0000098222 tdw:CommonStockCustomMember 2022-04-22 2022-04-22 0000098222 tdw:SeriesAWarrantsToPurchaseSharesOfCommonStockCustomMember 2022-04-22 2022-04-22 0000098222 tdw:SeriesBWarrantsToPurchaseSharesOfCommonStockCustomMember 2022-04-22 2022-04-22 0000098222 tdw:WarrantsToPurchaseSharesOfCommonStockCustomMember 2022-04-22 2022-04-22

 

(Amendment No. 1)

 

 

Date of Report (Date of earliest event reported): April 22, 2022

 

(Exact name of Registrant as specified in its charter)

 

 

842 West Sam Houston Parkway North, Suite 400, Houston, Texas 77024

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (713) 470-5300

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K (the “Original 8-K”) filed by Tidewater Inc. (the “Company”) with the Securities and Exchange Commission on April 26, 2022, reporting that the Company completed its acquisition of Swire Pacific Offshore Holdings Limited, a limited company organized under the laws of Bermuda (“SPO”) on April 22, 2022. The Company is filing this Amendment solely to amend and supplement the Original 8-K to provide certain financial information required by Item 9.01 of Form 8-K, which is permitted to be filed by amendment no later than 71 days after the due date of the Original 8-K. Except as set forth herein, no other amendments to the Original 8-K are being made by this Amendment.

 

 

Item 9.01. Financial Statements and Exhibits.

 

 

The audited consolidated financial statements of SPO for the years ended December 31, 2021 and December 31, 2020, as well as the accompanying notes thereto, are attached as Exhibit 99.1 to this Amendment and are incorporated herein by reference.

 

 

The unaudited pro forma combined financial information of the Company for the year ended December 31, 2021 giving effect to the acquisition of SPO is attached as Exhibit 99.2 to this Amendment and is incorporated herein by reference.

 

 

The following exhibits are filed herewith:

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.