The boards of directors of both Tidewater and GulfMark Offshore have unanimously approved a definitive agreement to combine the two companies.
Under the terms of the all-stock agreement, GulfMark stockholders will receive 1,100 shares of Tidewater common stock for each share of GulfMark common stock held by them.
Concurrent with the closing, US$100 million of existing GulfMark debt is expected to be repaid. Tidewater will assume GulfMark’s obligations under existing GulfMark equity warrants.
The combined company will have the largest fleet in the OSV sector.
The combined company will be operated under the Tidewater brand and will be led by Tidewater CEO John Rynd. Upon the closing of the combination, the Tidewater board of directors will be expanded to ten seats by adding three directors selected by GulfMark.
The transaction is expected to close in the fourth quarter of 2018, subject to customary closing conditions, including stockholder approval of the merger, by GulfMark’s stockholders, and of the share issuance, by Tidewater’s stockholders.
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