Tidewater Inc. · NYSE:TDW
Tidewater — Merger or Acquisition (July 2018)
15 slides from Tidewater's merger presentation, Jul 16, 2018
Slide 1: Tidewater / GulfMark Offshore Combination: Creates Global Offshore Leader
Tidewater / GulfMark Offshore Combination: Creates Global Offshore Leader Investor Presentation July 16, 2018
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Tidewater and GulfMark note that certain statements set forth in this presentation provide other than historical information and are forward looking. The unfolding of fut
Slide 3: Transaction Summary
Transaction Summary Tidewater Inc. (“Tidewater”) and GulfMark Offshore, Inc. (“GulfMark”) have entered into a definitive agreement for Tidewater and GulfMark to combine in an all-stock transaction • Value to GulfMark equity holders is approximately $340 million based on TDW July 13 closing price of
Slide 4: Strong Strategic and Financial Rationale
Strong Strategic and Financial Rationale Combined company will be a global OSV leader Expands Tidewater’s position in the recovering North Sea region Accretive to fleet quality with the addition of 21 Tier 1 vessels • Combined company will own/operate 102 Tier 1 vessels* with an average age of appro
Slide 5: The Largest Global OSV Operator
The Largest Global OSV Operator Vessel Count as of March 31, 2018 PF Tidewater 245 Bourbon 185 Tidewater 180 Chouest 164 SolstadFarstad 113 Swire 68 Gulfmark Offshore 65 Hornbeck 63 Topaz 53 Harvey Gulf 50 Seacor 48 Maersk 44 Avg. All Others 5 All Others (~2,400 total vessels for 400+ owners) 0 50 1
Slide 6: Best Positioned to Participate in Market Recovery - Globally
Best Positioned to Participate in Market Recovery - Globally 173 total active vessels with average vessel age of 9.2 years as of June 30, 2018. Europe & Mediterranean Sea 35 17 17 1 9.1 yrs Avg. Age Tidewater Headquarters Other Area Operations GulfMark Headquarters Americas Area Operations 38 Middle
Slide 7: Transaction Adds High Quality, Tier 1 Assets
Transaction Adds High Quality, Tier 1 Assets 171 combined Other 102 Tier 1 vessels of which 20 are (Non-Tier 1) currently stacked Generally leveraged to Generally leveraged to drilling production & activity, with the greatest construction support opportunity for margin expansion activities Tidewater
Slide 8: Strongest Financial Position in the OSV Sector
Strongest Financial Position in the OSV Sector Combined company equity market capitalization is ~$1.25 billion, based on Tidewater’s closing stock price on July 13, 2018 Concurrent with closing, $100 mm in outstanding GulfMark debt is expected to be repaid • Transaction adjustments include impact of
Slide 9: Significant Cost Synergies
Significant Cost Synergies Relative to $145 million of Pro Forma combined LTM G&A, combined G&A Profile company’s run-rate annual G&A is expected to approximate $100 million Relative to LTM, Tidewater and GulfMark expected to achieve $33 $145 $112 $100 ongoing, stand-alone cost million million reduc
Slide 10: Significant Leverage to Offshore Recovery
Significant Leverage to Offshore Recovery ($ in millions) 1,000 Vessel Operating Margin Combined vessel operating margin of ~$127 $926 900 million for the 12 months ending March 31, 2018 800 Market recovery assumes utilization improves to 85% for the active vessels (82 700 Tier 1 and 91 active non-T
Slide 11: Highest Market Cap and Lowest Leverage in the OSV Sector
Highest Market Cap and Lowest Leverage in the OSV Sector ($mm) 1,500 $1,293 1,200 900 600 $955 300 $463 $441 $394 $338 $281 $70 $51 $41 $32 $213 $211 $177 $25 -- Pro FormaTidewater Inc SEACOR PF Tidewater Marine Bourbon Corp. PACC Offshore Holdings Inc GulfMark Services Holdings Offshore, Inc. DOF A
Slide 12: Anticipated Timing
Anticipated Timing July 16, 2018 • Announcement August 2018 • Tidewater and GulfMark to file Form S-4/Joint Proxy Statement Q4 2018 • Stockholder approval and projected transaction close Tidewater / GulfMark Offshore Combination | ©2018 Tidewater Inc. 10
Slide 13: Strong Strategic and Financial Rationale
Strong Strategic and Financial Rationale Combined company will be a global OSV leader Expands Tidewater’s position in the recovering North Sea region Accretive to fleet quality and 2019 EBITDA All-equity transaction preserves quality balance sheet and strong liquidity position Significant cost and o
Slide 14: No Offer or Solicitation; Additional Information and Where to Find It
NO OFFER OR SOLICITATION This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sal
Slide 15: Tidewater Inc. Worldwide Headquarters
TIDEWATER INC. Worldwide Headquarters 6002 Rogerdale Road Suite 600 Houston, Texas 77072 USA P: +1 713 470 5300 www.tdw.com