(5)

INDEBTEDNESS

Revolving Credit and Term Loan Agreement

In June 2013, the company amended and extended its existing credit facility. The amended credit agreement matures in June 2018 (the “Maturity Date”) and provides for a $900 million, five-year credit facility (“credit facility”) consisting of a (i) $600 million revolving credit facility (the “revolver”) and a (ii) $300 million term loan facility (“term loan”).

Borrowings under the credit facility are unsecured and bear interest at the company’s option at (i) the greater of prime or the federal funds rate plus 0.25 to 1.00%, or (ii) Eurodollar rates, plus margins ranging from 1.25 to 2.00% based on the company’s consolidated funded debt to capitalization ratio. Commitment fees on the unused portion of the facilities range from 0.15 to 0.30% based on the company’s funded debt to total capitalization ratio. The credit facility requires that the company maintain a ratio of consolidated debt to consolidated total capitalization that does not exceed 55%, and maintain a consolidated interest coverage ratio (essentially consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, for the four prior fiscal quarters to consolidated interest charges, including capitalized interest, for such period) of not less than 3.0 to 1.0. All other terms, including the financial and negative covenants, are customary for facilities of its type and consistent with the prior agreement in all material respects.

The company had $300 million in term loan borrowings and $20 million of revolver borrowings outstanding at March 31, 2015 (whose fair value approximates the carrying value because the borrowings bear interest at variable rates). The company had $580 million available under the revolver at March 31, 2015.

Senior Debt Notes

The determination of fair value includes an estimated credit spread between our long term debt and treasuries with similar matching expirations. The credit spread is determined based on comparable publicly traded companies in the oilfield service segment with similar credit ratings. These estimated fair values are based on Level 2 inputs.

September 2013 Senior Notes

On September 30, 2013, the company executed a note purchase agreement for $500 million and issued $300 million of senior unsecured notes to a group of institutional investors. The company issued the remaining $200 million of senior unsecured notes on November 15, 2013. A summary of these outstanding notes at March 31, is as follows:


(In thousands, except weighted average data)	2015			2014
Aggregate debt outstanding	$	500,000			500,000
Weighted average remaining life in years		8.4			9.4
Weighted average coupon rate on notes outstanding		4.86	%		4.86	%
Fair value of debt outstanding		516,879			520,979

The multiple series of notes totaling $500 million were issued with maturities ranging from approximately seven to 12 years. The notes may be retired before their respective scheduled maturity dates subject only to a customary make-whole provision. The terms of the notes require that the company maintain a ratio of consolidated debt to consolidated total capitalization that does not exceed 55% and maintain a ratio of consolidated EBITDA to consolidated interest charges, including capitalized interest, of not less than 3.0 to 1.0.

August 2011 Senior Notes

On August 15, 2011, the company issued $165 million of senior unsecured notes to a group of institutional investors. A summary of these outstanding notes at March 31, is as follows:


(In thousands, except weighted average data)		2015		2014
Aggregate debt outstanding	$	165,000		165,000
Weighted average remaining life in years		5.6		6.6
Weighted average coupon rate on notes outstanding		4.42	%	4.42	%
Fair value of debt outstanding		167,910		168,653

The multiple series of notes were originally issued with maturities ranging from approximately eight to 10 years. The notes may be retired before their respective scheduled maturity dates subject only to a customary make-whole provision. The terms of the notes require that the company maintain a ratio of consolidated debt to consolidated total capitalization that does not exceed 55%.

September 2010 Senior Notes

In fiscal 2011, the company completed the sale of $425 million of senior unsecured notes. A summary of the aggregate amount of these outstanding notes at March 31, is as follows:


(In thousands, except weighted average data)		2015		2014
Aggregate debt outstanding	$	425,000		425,000
Weighted average remaining life in years		4.6		5.6
Weighted average coupon rate on notes outstanding		4.25	%	4.25	%
Fair value of debt outstanding		431,296		436,254

The multiple series of these notes were originally issued with maturities ranging from five to 12 years. The notes may be retired before their respective scheduled maturity dates subject only to a customary make-whole provision. The terms of the notes require that the company maintain a ratio of consolidated debt to consolidated total capitalization that does not exceed 55%.

Included in accumulated other comprehensive income at March 31, 2015 and 2014, is an after-tax loss of $1.8 million ($2.6 million pre-tax), and $2.4 million ($3.7 million pre-tax), respectively, relating to the purchase of interest rate hedges, which are cash flow hedges, in July 2010 in connection with the September 2010 senior notes offering. The interest rate hedges settled in August 2010 concurrent with the pricing of the senior unsecured notes. The hedges met the effectiveness criteria and their acquisition costs are being amortized to interest expense over the term of the individual notes matching the term of the hedges to interest expense.

Notes totaling $42.5 million will mature in December 2015 but are not classified as current maturities of long-term debt because the company has the ability, if necessary, to fund this maturity with its credit facility.

July 2003 Senior Notes

In July 2003, the company completed the sale of $300 million of senior unsecured notes. A summary of the aggregate amount of these outstanding notes at March 31, is as follows:


(In thousands, except weighted average data)		2015		2014
Aggregate debt outstanding	$	35,000		35,000
Weighted average remaining life in years		0.3		1.3
Weighted average coupon rate on notes outstanding		4.61	%	4.61	%
Fair value of debt outstanding		35,197		36,018

The multiple series of notes were originally issued with maturities ranging from seven to 12 years. These notes can be retired in whole or in part prior to maturity for a redemption price equal to the principal amount of the notes redeemed plus a customary make-whole premium. The terms of the notes require that the company maintain a ratio of consolidated debt to consolidated total capitalization that does not exceed 55%.

Notes totaling $35 million will mature in July 2015 but are not classified as current maturities of long-term debt because the company has the ability, if necessary, to fund this maturity with its credit facility.

Troms Offshore Debt

In March 2015, Troms Offshore entered into a $29.5 million, U.S. dollar denominated, 12 year unsecured borrowing agreement which matures in January 2027 and is secured by a company guarantee. The loan requires semi-annual principal payments of $1.2 million (plus accrued interest) and bears interest at a fixed rate of 2.91% plus a premium based on Tidewater Inc.’s consolidated funded indebtedness to total capitalization ratio (currently equal to 1.30% for a total all-in rate of 4.21%). As of March 31, 2015, $29.5 million is outstanding under this agreement.

In January 2014, Troms Offshore entered into a 300 million NOK, 12 year unsecured borrowing agreement which matures in January 2026 and is secured by a company guarantee. The loan requires semi-annual principal payments of 12.5 million NOK (plus accrued interest) and bears interest at a fixed rate of 2.31% plus a premium based on Tidewater Inc.’s consolidated funded indebtedness to total capitalization ratio (currently equal to 1.50% for a total all-in rate of 3.81%). As of March 31, 2015, 275 million NOK (approximately $34.2 million) is outstanding under this agreement.

In May 2012, Troms Offshore entered into a 204.4 million NOK denominated borrowing agreement which matures in May 2024. The loan requires semi-annual principal payments of 8.5 million NOK (plus accrued interest), bears interest at a fixed rate of 6.38% and is secured by certain guarantees and various types of collateral, including a vessel. In January 2014, the loan was amended to, among other things, change the interest rate to a fixed rate equal to 3.88% plus a premium based on Tidewater’s funded indebtedness to capitalization ratio (currently equal to 1.50% for a total all-in rate of 5.38%), change the borrower, change the export creditor guarantor, and to replace the vessel security with a company guarantee. As of March 31, 2015, 161.9 million NOK (approximately $20.2 million) is outstanding under this agreement.

In May 2012, Troms Offshore entered into a 35 million NOK denominated borrowing agreement with a shipyard which had one payment of 15 million NOK repaid in May 2014 and the remaining 20 million NOK maturity will be repaid in May 2015. In June 2013, Troms Offshore entered into a 25 million NOK denominated borrowing agreement a Norwegian Bank, which matures in June 2019. These borrowings bear interest based on three month NIBOR plus a credit spread of 2.0% to 3.5%. As of March 31, 2015 45 million NOK (approximately $5.6 million) is outstanding under these agreements.

Troms Offshore had 45 million NOK, or approximately $5.6 million, outstanding in floating rate debt at March 31, 2015 (whose fair value approximates the carrying value because the borrowings bear interest at variable NIBOR rates plus a margin). Troms Offshore also had 436.9 million NOK, or $54.4 million, of outstanding fixed rate debt at March 31, 2015, which has an estimated fair value of 435 million NOK, or $54.1 million as well as $29.5 million, of U.S. dollar denominated outstanding fixed rate debt at March 31, 2015, which has an estimated fair value of $29.5 million. These estimated fair values are based on Level 2 inputs.

In June 2013, Troms Offshore repaid a 188.9 million NOK loan (approximately $32.5 million), plus accrued interest that was secured with various guarantees and collateral, including a vessel.

During the second quarter of fiscal 2014, the company repaid prior to maturity 500 million Norwegian Kroner (NOK) denominated (approximately $82.1 million) public bonds (plus accrued interest) that had been issued by Troms Offshore in April 2013. The repayment of these bonds, at an average price of approximately 105.0% of par value, resulted in the recognition of a loss on early extinguishment of debt of approximately 26 million NOK (approximately $4.1 million).

Summary of Long-Term Debt Outstanding

The following table summarizes debt outstanding at March 31:


(In thousands)		2015	2014
4.61% July 2003 senior notes due fiscal 2016	$	35,000	35,000
3.28% September 2010 senior notes due fiscal 2016		42,500	42,500
3.90% September 2010 senior notes due fiscal 2018		44,500	44,500
3.95% September 2010 senior notes due fiscal 2018		25,000	25,000
4.12% September 2010 senior notes due fiscal 2019		25,000	25,000
4.17% September 2010 senior notes due fiscal 2019		25,000	25,000
4.33% September 2010 senior notes due fiscal 2020		50,000	50,000
4.51% September 2010 senior notes due fiscal 2021		100,000	100,000
4.56% September 2010 senior notes due fiscal 2021		65,000	65,000
4.61% September 2010 senior notes due fiscal 2023		48,000	48,000
4.06% August 2011 senior notes due fiscal 2019		50,000	50,000
4.54% August 2011 senior notes due fiscal 2022		65,000	65,000
4.64% August 2011 senior notes due fiscal 2022		50,000	50,000
4.26% September 2013 senior notes due fiscal 2021		123,000	123,000
5.01% September 2013 senior notes due fiscal 2024		250,000	250,000
5.16% September 2013 senior notes due fiscal 2026		127,000	127,000
NOK denominated notes due fiscal 2025		20,152	29,837
NOK denominated notes due fiscal 2026		34,234	50,028
NOK denominated borrowing agreement due fiscal 2016		2,490	5,837
NOK denominated borrowing agreement due fiscal 2019		3,112	4,168
USD denominated notes due fiscal 2027		29,488	—
Bank term loan due fiscal 2019 (A)		300,000	300,000
Revolving line of credit due fiscal 2019 (A)		20,000	—
	$	1,534,476	1,514,870
Less: Current maturities of long-term debt		10,181	9,512
Total	$	1,524,295	1,505,358

(A)	In May 2015, the company amended its existing credit facility, extending the due dates of the bank term loan and revolving line of credit until fiscal 2020. Refer to Note (19) for additional information regarding the amended and extended credit facility.

Debt Costs

The company capitalizes a portion of its interest costs incurred on borrowed funds used to construct vessels. Interest and debt costs incurred, net of interest capitalized, for the years ended March 31, are as follows:


(In thousands)	2015		2014		2013
Interest and debt costs incurred, net of interest capitalized	$	50,029		43,814		29,745
Interest costs capitalized		13,673		11,497		10,602
Total interest and debt costs	$	63,702		55,311		40,347