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Date of Report (Date of earliest event reported): December 15, 2021

 

(Exact name of Registrant as specified in its charter)

 

 

6002 Rogerdale Road, Suite 600, Houston, Texas 77072

(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. ☐

 

Item 1.01.  Entry into a Material Definitive Agreement.

 

On December 15, 2021, Tidewater Inc. (the “Company”) entered in an Amendment No. 1 (the “Amendment”) to that certain Tax Benefits Preservation Plan, dated as of April 13, 2020, by and between the Company and Computershare Trust Company, N.A., as rights agent (as so amended, the “Plan”). Pursuant to the Amendment, the Final Expiration Date (as defined in the Plan) was accelerated from April 13, 2023 to December 15, 2021. As a result of the Amendment, effective as of the close of business on December 15, 2021, the Rights (as defined in the Plan) have expired and ceased to be outstanding.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth under Item 1.01 is incorporated herein by reference.

 

Item 8.01.  Other Events.

 

On December 15, 2021, the Company issued a press release announcing the expiration of the Rights and the termination of the Plan. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

 

 

 

 

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