Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item Entry into a Material Definitive Agreement. 1.01 On September 21, 2026, Tidewater Inc., a Delaware corporation (“Tidewater” or the “Company”) entered into a Guarantee Agreement with Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”).…
Tidewater owns and operates one of the largest fleets of offshore support vessels in the industry, with 70 years of experience supporting offshore energy exploration, production, generation and offshore wind activities worldwide.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry into a Material Definitive Agreement.
1.01
On
September 21, 2026, Tidewater Inc., a Delaware corporation (“Tidewater” or the “Company”) entered
into a Guarantee Agreement with Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”). Pursuant
to the Guarantee Agreement, the Company agrees to guarantee the full and timely payment when due and payable of all of the borrower’s
obligations under the BNDES Construction Loans (as defined below). Tidewater’s guarantee constitutes its unsecured obligations and,
subject to certain limitations, ranks pari passu in priority of payment with all of its other unsecured and unsubordinated obligations.
The BNDES Construction Loans
consist of the loan facilities under the Credit Facility Agreements Nos. 07.2.0417.1, 07.2.0418.1, 10.2.1621.1, 12.2.0433.1, and 12.2.0434.1
(collectively, the “BNDES Construction Loans”), entered into between 2007 and 2012 and as amended from time to time,
by and between BNDES, as lender, Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A., “WSO”), an indirect
wholly owned subsidiary of the Company, as borrower, and Wilson Sons S.A. (“Wilson Sons”) and/or Remolcadores Ultratug
Limitada (“Remolcadores”), as guarantors. The Company is currently working with BNDES to finalize the documentation
for releasing Wilson Sons and Remolcadores as guarantors of the BNDES Construction Loans. See the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on August 31, 2026 for further information about the BNDES Construction Loans.
The
foregoing summary of the Guarantee Agreement is subject to, and qualified in its entirety by, the text of the Guarantee Agreement, a copy
of which is filed as Exhibit 10.1 hereto, the terms of which are incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item Creation of a Direct Financial Obligation
2.03 or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference as if fully set forth under this item.