INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered.
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On April 13, 2020, the Board of Directors (the Board) of Tidewater Inc., a Delaware corporation (the Company),
adopted a Tax Benefits Preservation Plan by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the Rights Plan), declared a dividend of one preferred stock purchase right
(each a Right and collectively, the Rights) for each share of the Companys outstanding common stock, par value $0.001 (the Common Stock), at the close of business on April 24, 2020 (the Record
Date) and authorized the issuance of one Right (subject to adjustment as provided in the Rights Plan) with respect to each share of Common Stock that becomes outstanding between the Record Date and earliest of the Distribution Date and the
Expiration Date (as defined below). The terms of the Rights are set forth in the Rights Plan.
This summary of the Rights provides only a
general description of the Rights Plan, and thus, should be read together with the entire Rights Plan, which has been filed as an exhibit to this registration statement on Form 8-A, and is incorporated herein
by reference.
Our Board adopted the Rights Plan in an effort to protect the Company from potential adverse consequences arising under
Section 382 (Section 382) of the Internal Revenue Code, as amended (the Code), such adverse consequences including a significant reduction in the annual utilization of the Companys net operating loss
carryforwards (NOLs) and built-in losses and the impairment or loss of the NOLs and built-in losses prior to their use. We have experienced and may continue
to experience substantial operating losses, and under the Code and rules promulgated by the Internal Revenue Service, we may carry forward these losses in certain circumstances to offset any current and future earnings and thus reduce
our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a significant amount of NOLs, and therefore these NOLs
could be a substantial asset to us. However, if we experience an Ownership Change, as defined in Section 382, our ability to use the NOLs will be substantially limited, and the timing of the usage of the NOLs could be substantially
delayed, which could therefore significantly impair the value of that asset.
The Rights. Subject to the terms, provisions and
conditions of the Rights Plan, if the Rights become exercisable, each Right would initially represent the right to purchase from the Company one one-thousandth (subject to adjustment) of a share of our Series
A Junior Participating Preferred Stock, no par value (the Preferred Stock), at a purchase price of $38.00 per one one-thousandth of a share of Preferred Stock, subject to adjustment (the
Purchase Price). The Preferred Stock may be issued in fractions of a share which will entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Preferred Stock.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company beyond those as an existing stockholder, including, without limitation, the right to vote or to receive dividends.
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