Tidewater Inc. (NYSE:TDW) entered into definitive agreement to acquire Swire Pacific Offshore Services (Pte.) Limited from Banyan Overseas Limited for approximately $190 million on March 9, 2022. The consideration consists of 8,100,000 Jones Act warrants, each of which will be initially exercisable for one share of Tidewater common stock at $0.001 per share which would represent approximately 15.6% of TDW's outstanding share and $42 million in cash. The cash portion of the purchase price is subject to customary adjustment mechanisms related to SPO's closing date working capital, cash and indebtedness. TDW will use available cash on hand to fund the cash portion of the consideration. The combined businesses will operate under the Tidewater brand and will continue to be led by TDW Chief Executive Officer Quintin Kneen. The Board of Directors structure for TDW will remain unchanged upon completion of the transaction. The transaction is subject to listing of Tidewater's new shares and other closing conditions. The transaction has been approved by board of Tidewater. The transaction is subject to regulatory approval and is expected to close in the second quarter of 2022. Evercore L.P. acted as financial advisor and Vinson & Elkins LLP acted as legal advisor to Tidewater. Arman Kuyumjian, William Sherman, Robin Feiner, Gabriel Benincasa, Ronald Oleynik, Antonia Tzinova, John Martini, Mark Francis, Elizabeth Burkhard, Dan Neustadt, John Dierking and Kerry Kehoe of Holland & Knight LLP acted as legal advisor to Banyan Overseas Limited. Moelis & Company LLC acted as financial advisor to Swire Pacific Limited, parent company of Banyan Overseas Limited.

Tidewater Inc. (NYSE:TDW) completed the acquisition of Swire Pacific Offshore Services (Pte.) Limited from Banyan Overseas Limited for approximately $300 million on April 22, 2022. In addition, Tidewater paid $10.9 million in cash ($19.6 million paid at closing less an $8.8 million post-closing working capital refund) related to pre-closing working capital adjustments for a total consideration of $215.5 million, assumed $100 million of liabilities and acquired $33.152 million of cash of Swire Pacific Offshore Holdings.