(RTTNews.com) - Tidewater Inc. (TDW) and GulfMark Offshore, Inc. ( GLF ) said that the boards of directors of both companies have unanimously approved a definitive agreement to combine the two companies in an all-stock deal.
Under the terms of the agreement, GulfMark stockholders will receive 1.100 shares of Tidewater common stock for each share of GulfMark common stock held by them. Each GulfMark noteholder warrant will be automatically converted into the right to receive 1.100 Tidewater shares.
Based on the Tidewater closing stock price of $30.62 on July 13, 2018, total value to these GulfMark securityholders is about $340 million and the equity market capitalization of the combined company is about $1.25 billion.
Collectively, these GulfMark securityholders will beneficially own 27 percent ownership of the combined company after completion of the combination, or 26 percent on a fully-diluted basis.
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.
The companies noted that their combination, if consummated, will create a global offshore support vessel leader positioned to capitalize on significant cost synergies and superior growth opportunities as the OSV sector recovery gains traction.
Concurrent with the closing, $100 million of existing GulfMark debt is expected to be repaid. Tidewater will assume GulfMark's obligations under existing GulfMark equity warrants at $100 strike price.
The transaction is expected to be accretive to Tidewater's 2019 EBITDA and produce transaction-related cost synergies of about $30 million, which are expected to be realized by the fourth quarter of 2019, and additional efficiencies associated with greater scale and scope of operations.
Read the original article on RTTNews (http://www.rttnews.com/2914027/tidewater-and-gulfmark-to-combine-in-all-stock-deal-quick-facts.aspx)
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