TDW Tidewater, Inc.

Risks

• The prices for oil and natural gas affect the level of capital spending by our customers. A substantial or an extended decline in oil and natural gas prices could result in lower capital spending by our customers.
• We derive a significant amount of revenue from a relatively small number of customers.
• Our customer base has undergone consolidation and additional consolidation is possible.
• The high level of competition on the offshore marine service industry could negatively impact pricing for our services.
• The rise in production of unconventional crude oil and natural gas resources could increase supply without a commensurate growth in demand which would negatively impact oil and natural gas prices.
• Uncertain economic conditions may lead our customers to postpone capital spending or jeopardize our customers’ or other counterparties’ ability to perform their obligations.
• An increase in vessel supply without a corresponding increase in the working offshore rig count could exacerbate the industry’s currently oversupplied condition.
• We operate in various regions throughout the world and are exposed to many risks inherent in doing business in countries other than the U.S.
• Global or regional public health crises and other catastrophic events could reduce economic activity resulting in lower commodity prices and could affect our crew rotations and entry into ports.
• We may not be able to generate sufficient cash flow to meet our debt service and other obligations.
• Restrictive covenants in our Indenture and our amended and restated Troms credit agreement may restrict our ability to raise capital and pursue our business strategies.
• The amount of our debt, including secured debt, and the restrictive covenants in our Indenture and the amended and restated Troms credit agreement could have significant consequences for our operations and future prospects.
• We may not be able to obtain debt financing if and when needed with favorable terms, if at all.
• Maintaining our current fleet size and configuration and acquiring vessels required for additional future growth require significant capital.
• We may not be able to renew or replace expiring contracts for our vessels.
• The early termination of contracts on our vessels could have an adverse effect on our operations and our backlog may not be converted to actual operating results for any future period.
• We may record additional losses or impairment charges related to our vessels.
• We may not be able to sell vessels to improve our cash flow and liquidity because we may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable timeframe.
• We may have difficulty attracting, motivating and retaining executives and other key personnel.
• There are uncertainties in identifying and integrating acquisitions and mergers.
• We may have disruptions or disagreements with our foreign joint venture partners, which could lead to an unwinding of the joint venture.
• Our international operations expose us to currency devaluation and fluctuation risk.
• With our extensive international operations, we are subject to certain compliance risks under the Foreign Corrupt Practices Act, the United Kingdom Bribery Act or similar worldwide anti-bribery laws.
• There may be changes to complex and developing laws and regulations to which we are subject that would increase our cost of compliance and operational risk.
• Changes in U.S. and international tax laws and policies could adversely affect our financial results.
• Any changes in environmental regulations, including climate change and greenhouse gas restrictions, could increase the cost of energy and future production of oil and natural gas.
• Increasing attention to environmental, social and governance (ESG) matters may impact our business and some institutional investors may be discouraged from investing in the industry in which we operate.
• Our business could be negatively affected as a result of actions of activist shareholders.
• We may be subject to additional unionization efforts, new collective bargaining agreements or work stoppages.
• Our participation in industry-wide, multi-employer, defined benefit pension plans expose us to potential future losses.
• Certain of our employees are covered by federal laws that may subject us to job-related claims in addition to those provided by state laws.
• Our common stock is subject to restriction on foreign ownership and possible required divestiture by non-U.S. Citizen stockholders.
• The market price of our securities is subject to volatility.
• Because we currently have no plans to pay cash dividends or other distributions on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
• Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.
• Anti-takeover provisions and limitations on foreign ownership in our organizational documents could delay or prevent a change of control.
• There may be a limited trading market for our New Creditor Warrants and GLF Creditor Warrants, and you may have difficulty trading and obtaining quotations for New Creditor Warrants and GLF Creditor Warrants.
• There is no guarantee that the Series A Warrants, Series B Warrants and GLF Equity Warrants issued by us or assumed by us will ever be in the money, and unexercised warrants may expire with limited or no value. Further, the terms of such warrants may be amended.
• We may be unable to integrate successfully our business with GulfMark’s business and realize the anticipated benefits of the business combination.