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Note 8 - Debt | 6 Months Ended
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Jun. 30, 2025
Notes to Financial Statements |
Debt Disclosure [Text Block] |
(8) | DEBT
The following is a summary of all debt outstanding:
(In Thousands) |  |  |  |  |  |  |  |
|  | June 30, 2025 |  |  | December 31, 2024 |
Senior bonds: |  |  |  |  |  |  |  |
Senior Secured Term Loan (A) |  | $ | 187,500 |  |  | $ | 212,500 |
10.375% Senior Unsecured Notes due July 2028 (B) |  |  | 250,000 |  |  |  | 250,000 |
8.50% Senior Secured Notes due November 2026 (C) |  |  | 175,000 |  |  |  | 175,000 |
Vessel Facility Agreements |  |  | 23,097 |  |  |  | 10,387 |
|  | $ | 635,597 |  |  | $ | 647,887 |
Debt discount and issuance costs |  |  | (10,357 | ) |  |  | (10,791 | )
Less: Current portion of long-term debt |  |  | (93,366 | ) |  |  | (65,386 | )
Total long-term debt |  | $ | 531,874 |  |  | $ | 571,710 |
| (A) | As of June 30, 2025 and December 31, 2024, the fair value (Level 3) of the Senior Secured Term Loan was $192.5 million and $218.2 million, respectively. The Level 3 fair value is derived from discounted present value calculations.
| (B) | As of June 30, 2025 and December 31, 2024, the fair value (Level 1) of the 10.375% Senior Unsecured Notes due July 2028 was $265.2 million and $266.1 million, respectively. The fair value is obtained from public transaction activity on the Nordic ABM exchange (XOAM).
| (C) | As of June 30, 2025 and December 31, 2024, the fair value (Level 1) of the 8.50% Senior Secured Notes due November 2026 was $179.6 million and $180.8 million, respectively. The fair value is obtained from public transaction activity on the XOAM.
On July 7, 2025, all amounts outstanding, including accrued interest, under the Senior Secured Term Loan, the 10.375% Senior Unsecured Notes due July 2028 and the 8.50% Senior Secured Notes due November 2026 were redeemed and paid in full in conjunction with the issuance of the 2030 Notes described below. Senior Secured Term Loan On June 30, 2023, Tidewater entered into a Credit Agreement, by and among Tidewater, as parent guarantor, TDW International Vessels (Unrestricted), LLC, a Delaware limited liability company and a wholly-owned subsidiary of Tidewater (TDW International), as borrower, certain other unrestricted subsidiaries of Tidewater, as other security parties, the lenders party thereto, DNB Bank ASA, New York Branch (DNB Bank), as facility agent and DNB Markets, Inc. (DNB Markets), as bookrunner and mandated lead arranger (Credit Agreement), which was fully drawn on July 5, 2023, in a single advance of $325.0 million. The Senior Secured Term Loan is composed of a Tranche A loan and a Tranche B loan, each maturing on July 5, 2026. The first payment of $50.0 million under the Tranche A loan was paid in July 2024, with the remaining $50.0 million due at maturity. The Tranche B loan amortizes over the three-year term, with quarterly payments of $12.5 million to July 2025 and $25.0 million from October 2025 with the final payment of $50.0 million due at maturity. The Tranche A loan bears interest at the Secured Overnight Financing Rate (SOFR) plus 5% initially, increasing to 8% over the term of the Term Loan. The Tranche B loan bears interest at the SOFR plus 3.75%. The Tranche A loan and the Tranche B loan may be prepaid together pro rata at any time without premium or penalty. The security for the Senior Secured Term Loan includes mortgages over the Solstad Vessels and associated assignments of insurances and assignments of earnings in respect of such vessels, a pledge of 100% of the equity interests in TDW International, a pledge of 66% of the equity interests in TDW International Unrestricted, Inc., an indirect wholly owned subsidiary of the company, and negative pledges over certain vessels indirectly owned by TDW International Unrestricted, Inc. The obligations of the borrower are guaranteed by Tidewater, subject to a cap equal to 50% of the purchase price for the Solstad Acquisition. The Credit Agreement contains three financial covenants: (i) a minimum liquidity test equal to the greater of $20.0 million or 10% of net interest-bearing debt; (ii) a minimum equity ratio of 30%, in each case for us and our consolidated subsidiaries; and (iii) an interest coverage ratio of not less than 2:1. The Credit Agreement contains certain equity cure rights with respect to such financial covenants. The Credit Agreement also includes (i) customary vessel management and insurance covenants in the vessel mortgages, (ii) negative covenants, and (iii) certain customary events of default. We are currently in compliance with these financial covenants. On July 7, 2025, all amounts outstanding, including accrued interest, under the Senior Secured Term Loan were redeemed and paid in full in conjunction with the issuance of the 2030 Notes, as described below “Subsequent Events”. 10.375% Senior Unsecured Notes due July 2028 On July 3, 2023, Tidewater completed an offering of $250.0 million aggregate principal amount of senior unsecured bonds in the Nordic bond market (Senior Unsecured Notes). The bonds were privately placed outside the U.S. pursuant to Regulation S under the Securities Act of 1933, as amended. The Senior Unsecured Notes were issued pursuant to the Bond Terms, dated as of June 30, 2023 (Bond Terms), between the Nordic Trustee AS, as Bond Trustee and us. The Senior Unsecured Notes are listed on the Nordic ABM and are not guaranteed by any of our subsidiaries. The Senior Unsecured Notes mature on July 3, 2028 and accrue interest at a rate of 10.375% per annum payable semi-annually in arrears on January 3 and July 3 of each year in cash, beginning January 3, 2024. Prepayment of the Senior Unsecured Notes prior to July 3, 2025 requires the payment of make-whole amounts, and prepayments after that date are subject to prepayment premiums starting at 6.0% that decline over time. The Senior Unsecured Notes contain two financial covenants: (i) a minimum liquidity test equal to the greater of $20.0 million or 10% of net interest-bearing debt, and (ii) a minimum equity ratio of 30%. The Bond Terms contain certain equity cure rights with respect to such financial covenants. Our ability to make distributions to our stockholders after November 16, 2023, is subject to certain limits, including in some circumstances a minimum liquidity test and a maximum net leverage ratio. The Senior Unsecured Notes are subject to negative covenants as set forth in the Bond Terms. The Bond Terms contain certain customary events of default, including, among other things: (i) default in the payment of any amount when due; (ii) default in the performance or breach of any other covenant in the Bond Terms, which default continues uncured for a period of 20 business days; and (iii) certain voluntary or involuntary events of bankruptcy, insolvency or reorganization. We are currently in compliance with these financial covenants. On July 7, 2025, all amounts outstanding, including accrued interest, under the Senior Unsecured Notes were redeemed and paid in full in conjunction with the issuance of the 2030 Notes, as described below under “Subsequent Events”. In addition, the holders of the Senior Unsecured Notes received make whole premiums totaling $15.0 million. 8.5% Senior Secured Notes due November 2026 The 8.5% Senior Secured Notes due November 2026 (2026 Notes) totaling $175.0 million in aggregate principal amount, were issued pursuant to the Note Terms, dated as of November 15, 2021 (Note Terms), among us and Nordic Trustee AS, as Trustee and Security Agent. Repayment of the 2026 Notes is guaranteed by our wholly owned U.S. subsidiaries named as guarantors therein (Guarantors). The 2026 Notes are secured by: (i) a mortgage over each vessel owned by a Guarantor, the equipment that is a part of such vessel, and related rights to insurance on all of the foregoing; (ii) our intercompany claims of a Guarantor against a Restricted Group Company (defined as Tidewater, Tidewater Marine International, Inc. (TMII) and the Guarantors); (iii) bank accounts that contain vessel collateral proceeds or the periodic deposits to the debt service reserve account; (iv) collateral assignments of the rights of each Guarantor under certain long term charter contracts now existing or hereafter arising; and (v) all of the equity interests of the Guarantors and 66% of the equity interests of TMII. The 2026 Notes mature on November 16, 2026 and accrue interest at a rate of 8.5% per annum payable semi-annually in arrears in May and November of each year. Prepayment of the 2026 Notes after May 16, 2025 are subject to a 2.55% prepayment premium that steps down by 0.85% at each six-month interval thereafter. The 2026 Notes contain two financial covenants: (i) a minimum liquidity test (of Guarantor liquidity) equal to the greater of $20.0 million or 10% of net interest-bearing debt; and (ii) a minimum equity ratio of 30%, in each case for us and our consolidated subsidiaries. The Note Terms also contain certain equity cure rights with respect to such financial covenants. We are currently in compliance with these covenants. Our ability to make certain distributions to our stockholders are subject to certain limits based on a percentage of net income and other tests, including in some circumstances a minimum liquidity test and a maximum net leverage ratio. The 2026 Notes are also subject to: (i) customary vessel management and insurance covenants in the vessel mortgages; and (ii) negative covenants as set forth in the Note Terms and in the Guarantee Agreement between us, Nordic Trustee AS as Security Agent and the Guarantors. The Note Terms also contains certain customary events of default. On July 7, 2025, all amounts outstanding, including accrued interest, under the 2026 Notes were redeemed and paid in full in conjunction with the issuance of the 2030 Notes, as described below under “Subsequent Events”. In addition, the holders of the 2026 Notes received make whole premiums totaling $4.5 million. Vessel Facility Agreements We signed agreements for the construction of ten new vessels, all of which have been delivered as of June 30, 2025. We entered into Facility Agreements to finance a portion of the construction and delivery costs for approximately EUR24.9 million ($26.7 million). Each of the ten Facility Agreements bear interest at fixed rates ranging from 2.7% to 6.3% and are payable in ten equal principal semi-annual installments, with the first installments commencing six months following delivery of the respective vessels. The Facility Agreements are secured by the vessels, guaranteed by Tidewater as parent guarantor and contain no financial covenants. Credit Facility Agreement We entered into a Credit Facility Agreement providing for a Super Senior Secured Revolving Credit Facility maturing on November 16, 2026 that provides access to $25.0 million for general working capital purposes. The Credit Facility Agreement takes precedence over all other debt, if and when drawn, and as of June 30, 2025, no amounts had been drawn. All amounts owed under the Credit Facility Agreement are secured by the same collateral that secures the 2026 Notes, and such collateral is to be shared in accordance with the priorities established in the Intercreditor Agreement among the Facility Agent, the company, certain subsidiaries thereof, Nordic Trustee AS and certain other parties. On July 7, 2025, this Super Senior Secured Revolving Credit Facility was terminated and replaced with the New Revolving Credit Facility, as described below under “Subsequent Events”. Subsequent Events On July 7, 2025, we, certain of our subsidiaries (Guarantors), and Wilmington Trust, National Association, as trustee (Trustee), entered into an indenture (Indenture), pursuant to which we issued $650.0 million in aggregate principal amount of 9.125% Senior Notes due 2030 (2030 Notes). The 2030 Notes mature on July 15, 2030. Interest on the 2030 Notes is payable semi-annually in arrears on each January 15 and July 15, commencing January 15, 2026, to holders of record on the January 1 and July 1 immediately preceding the related interest payment date, at a rate of 9.125% per annum. At any time prior to July 15, 2027, we may redeem the 2030 Notes, at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any. At any time on or after July 15, 2027, we may redeem the 2030 Notes, at the redemption price of 104.563%, which declines to 100% on or after July 15, 2029, plus accrued and unpaid interest. The Indenture contains covenants that, among other things and subject to certain exceptions, limit our ability, and the ability of our restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue certain preferred stock; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests, repurchase equity securities, make investments or redeem subordinated indebtedness; (iv) restrict distributions, loans or other asset transfers; (v) consolidate with or merge with or into, or sell substantially all of our assets to, another person; (vi) sell or otherwise dispose of assets, including equity interests in subsidiaries; (vii) designate a subsidiary as an Unrestricted Subsidiary (as defined in the Indenture); and (viii) enter into transactions with affiliates. On July 7, 2025, we and the Guarantors also entered into a credit agreement with DNB Bank ASA, New York Branch, as facility agent and security trustee, and a syndicate of lenders (New Credit Agreement) providing for a new $250.0 million senior secured revolving credit facility (New Revolving Credit Facility). The New Credit Agreement replaces our existing Credit Facility Agreement described above. Borrowing availability under the New Revolving Credit Facility is subject to customary conditions precedent that we expect to satisfy. Borrowings outstanding under the New Credit Agreement will mature on April 15, 2030. Loans under the New Revolving Credit Facility will bear interest at a rate per annum equal to Term SOFR plus an applicable margin ranging from 250 to 350 basis points, depending on our net leverage ratio, in the case of SOFR loans and Alternate Base Rate (ABR) plus an applicable margin ranging from 250 to 350 basis points, depending on our net leverage ratio in the case of an ABR advance. The New Credit Agreement requires payment of customary quarterly commitment fees and if utilized, certain letter of credit and fronting fees. The New Credit Agreement contains customary affirmative and negative covenants, representations and warranties, and events of default.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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