Tidewater (TDW) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of WSUT adds 22 PSVs, nearly 90% Brazilian-built, expanding presence in Brazil from 6 to 28 vessels and targeting the world's largest offshore supply vessel market.

• Establishes a leading position in the Brazilian PSV/OSV market, leveraging robust local demand and regulatory advantages for Brazilian-flagged vessels.

• Provides significant entry and scale in one of the world’s largest offshore oil and gas markets, with a pro forma fleet of 213–231 OSVs averaging 13.6 years.

• Enables use of Brazilian Special Registry (REB) tonnage rights, allowing future import of international-flagged vessels under favorable regulations.

• Wilson Sons Ultratug Offshore's fleet offers consistent build quality and strong operational reputation, especially with Petrobras.

Financial terms and conditions

• $500 million all-cash acquisition, funded by cash on hand and assumption of $261 million in low-interest, long-term debt provided by BNDES and Banco do Brasil.

• Debt assumed has a weighted average cost of 3.6% and amortizes through 2035, with no significant maturity spikes.

• Net leverage expected to remain below 1.0x post-closing, with no need to access revolving credit facilities.

• Transaction unanimously approved by the board and expected to close late Q2 2026.

• Wilson Sons expected to generate $220 million in revenue and 58% gross margin in the first 12 months post-close.

Synergies and expected cost savings

• Transaction expected to deliver significant accretion to 2026E and 2027E earnings and free cash flow per share.

• Built-in low-cost, long-duration financing provides a cost of capital advantage.

• No significant G&A synergies expected; $14 million annual G&A expense aligns with current per-vessel run rate.

• WSUT's fleet delivers $441 million in backlog, with contracts expected to roll over at higher market rates.

• Potential for future revenue synergies via REB capacity, not included in current projections.