8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_____________________

Date of Report (Date of earliest event reported) March 26, 2018

TIDEWATER INC.

(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation) 1-6311
(Commission File Number) 72-0487776(IRS Employer Identification No.)

6002 Rogerdale Road, Suite 600 Houston, Texas(Address of principal executive offices) 77072 (Zip Code)

(713) 470-5300

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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{N3486509.2}

Item 8.01. Other Events.

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Tidewater Inc. (the “Company”) notes that certain statements set forth in this Current Report on Form 8-K provide other than historical information and are forward looking. The actual achievement of any forecasted results, or the unfolding of future economic or business developments in a way anticipated or projected by the Company, involve numerous risks and uncertainties that may cause the Company’s actual performance to be materially different from that stated or implied in the forward-looking statement. Among those risks and uncertainties, many of which are beyond the control of the Company, include, without limitation, the potential need to sell certain assets to raise additional capital; volatility in worldwide energy demand and oil and gas prices, and continuing depressed levels of oil and gas prices without a clear indication of if, or when, prices will recover to a level to support renewed offshore exploration activities; consolidation of our customer base; fleet additions by competitors and industry overcapacity; our views with respect to the need for and timing of the replenishment of our asset base, including through acquisitions or vessel construction; changes in decisions and capital spending by customers and the industry expectations in the energy industry for offshore exploration, field development and production; loss of a major customer; changing customer demands for vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets; rapid technological changes; delays and other problems associated with vessel construction and maintenance; uncertainty of global financial market conditions and difficulty in accessing credit or capital; our ability to comply with covenants in our indentures and other debt instruments; the continued availability of qualified personnel and other supplies; the operating risks normally incident to our lines of business, including the potential impact of liquidated counterparties; acts of terrorism and piracy; integration of acquired businesses and entry into new lines of business; disagreements with our joint venture partners; significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, such as expropriation or enforcement of customs or other laws that are not well developed or consistently enforced; the risks associated with our international operations, including local content, local currency or similar requirements, especially in higher political risk countries where we operate; interest rate and foreign currency fluctuations; labor changes proposed by international conventions; increased regulatory burdens and oversight; changes in laws governing the taxation of foreign source income; retention of skilled workers; enforcement of laws related to the environment, labor and foreign corrupt practices; the effects of asserted and unasserted claims and the extent of available insurance coverage; and the resolution of pending legal proceedings. Readers should consider all of these risk factors as well as other information contained in this report.

On March 26, 2018, John T. Rynd, President and Chief Executive Officer, Quinn P. Fanning, Chief Financial Officer and Jason R. Stanley, Director, Investor Relations, presented at the Scotia Howard Weil 46^th Annual Energy Conference in New Orleans, Louisiana.

The following information is being provided under Item 8.01 Other Events in this Current Report on Form 8-K: a slide presentation presented at the Scotia Howard Weil 46^th Annual Energy Conferenceon March 26, 2018 in New Orleans, Louisiana included as Exhibit 99.1. Exhibit 99.1 is incorporated herein by reference as if fully set forth under this item.

Users are advised to review the Company’s SEC filings before making any investment or other decisions.

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Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

The following exhibit is furnished with this Form 8-K:

99.1 Slide presentation presented at the Scotia Howard Weil 46^th Annual Energy Conference on March 26, 2018 in New Orleans, Louisiana.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TIDEWATER INC.
By:	/s/ Quinn P. Fanning
	Quinn P. Fanning
	Executive Vice President and Chief Financial Officer

Date: March 27, 2018

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EX-99.1

Scotia Howard Weil 46th Annual Energy Conference John Rynd Chief Executive Officer Quinn Fanning Chief Financial Officer March 26, 2018 Exhibit 99.1

FORWARD-LOOKING STATEMENTS In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company notes that certain statements set forth in this presentation provide other than historical information and are forward looking. The actual achievement of any forecasted results, or the unfolding of future economic or business developments in a way anticipated or projected by the Company, involve numerous risks and uncertainties that may cause the Company’s actual performance to be materially different from that stated or implied in the forward-looking statement. Among those risks and uncertainties, many of which are beyond the control of the Company, include, without limitation, fluctuations in worldwide energy demand and oil and gas prices; fleet additions by competitors and industry overcapacity; changes in capital spending by customers in the energy industry for offshore exploration, development and production; changing customer demands for different vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets; uncertainty of global financial market conditions and difficulty accessing credit or capital; acts of terrorism and piracy; significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, such as expropriation or enforcement of customs or other laws that are not well-developed or consistently enforced, especially in higher political risk countries where we operate; foreign currency fluctuations; labor changes proposed by international conventions; increased regulatory burdens and oversight; and enforcement of laws related to the environment, labor and foreign corrupt practices. Readers should consider all of these risks factors, as well as other information contained in the Company’s form 10-K’s and 10-Q’s. Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Founded in 1955 – designed the first OSV as we know it Financial restructuring completed July 31, 2017 NYSE-traded Securities (at 23 Mar 2018 close) Common Stock – TDW $28.57 Series A Warrants – TDW WS.A $3.80 Series B Warrants – TDW WS.B $3.20 Market Cap (at 23 Mar 18 close) ~$857 million, based on 30 million shares and $0.001 warrants Balance Sheet Info (at Dec 31, 2017) Cash $453 million Total Debt $448 million Stockholders’ Equity ~$1 billion 227 owned vessels (at Dec 31, 2017) 9 year average age for active fleet distributed across global operating footprint; vessels working in all water depths Our current profile “Tidewater has become possibly the strongest player in the OSV industry and is set to benefit from a gradual normalization in the OSV market over the coming years…” Clarksons Platou Equity Research August 2017 “…well positioned to take advantage of the current market downturn through M&A.” Pareto Securities, January 2018 “…Tidewater stands out in the OSV industry with a solid liquidity runway and a net cash position.” Arctic Securities November 2017 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Best-positioned to navigate a challenging market Safety Leadership TRIR in FY2017 lower than last five years’ avg. Trusted Partner 60+ years experience in global OSV market Highly experienced management team Committed to Compliance Global Footprint Presence in all major oil & gas basins Invested in local content Minimal Future Capex Fleet renewal complete Remaining construction-related Capex very limited Young, Modern Fleet 140 active vessels / 9 year avg. age with 89 vessels smart-stacked, 36 of which are less than 10 years old (as of Dec 31, ‘17) Diverse fleet capable of supporting all water depths Restructuring Complete Strong post-restructuring balance sheet, with zero net debt Ample liquidity to deal with industry challenges Positioned to lead OSV consolidation Proactive Cost Control 2017 vessel opex down by ~57% and G&A costs (adj. for restructuring costs) down ~30% relative to Q4 2014 Cost-cutting initiatives on-going Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

An unwavering commitment to safety leadership Total Recordable Incident Rates CY 2007-2017 (per 200,000 Man Hours) TRIR = Sum of LTA’s and Recordables x 200,000 divided by Man Hours Worked 0.0 1.0 0.5 0.14 10 year average 1 1Industry peer statistics for CY2017 not released as of this publication Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Overall working rig count down ~40% from 2H 2014 peak to 420 current working rigs Consensus outlook assumes slow recovery in jackup and floater market beginning in 1H18 Consensus outlook suggests ~500-550 working rigs over the next 5 years Working offshore rig count is the primary OSV market driver Source: IHS Markit and Tidewater 117 257 278 421 Jackups Floaters Note: 420 total working rigs, including 25 “Other” rigs in addition to the Jackups and Floaters indicated as of January 2018 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

What will OSV market equilibrium look like? 6.9 Without ~600 vessels 25+ yrs old 5.9 Without ~1,000 vessels 15+ yrs old Source: IHS Markit and Tidewater 1,000 vessels +15 years old 200 vessels < 15 yrs do not return to service 525-550 working rigs 3.4 4.5 8.3 150 New Vessel Deliveries 4.5 – 4.8 2,400 – 2,500 Active OSVs Market equilibrium requires an increase in demand and a reduction in supply 8.2 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Supply is likely tighter than it appears Source: Clarksons Platou Securities AS (March 2018) (*includes PSVs >50m LOA and >=1000 dwt + AHTS 4-10k bhp) OSV supply, demand and fleet utilization 2001 - 2020E Production Support Demand Rig Support Demand Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Tidewater’s active fleet is relevant for the future 140 Vessels 9 Years Avg Age 3,500 Approx. Vessels in the Global Fleet 17% Vessels Est. to be 25+ Years Old Vessels 25+ years old today Vessels 25+ years old today Vessels 15+ years old today ~1,000 ~610 Deepwater Vessels Towing Supply / Supply Vessels Other Source: IHS Markit and Tidewater 29% Vessels Est. to be 15+ Years Old As of January 31, 2018 there are approx. 278 additional AHTS and PSVs (~8% of the global fleet) under construction. In our view, a material number of these vessels will not be completed and delivered. Worldwide OSV Fleet Estimated as of December 2017 Tidewater’s Active Fleet As of December 31, 2017 Vessels 15+ years old today 7 21 of Tidewater’s 89 stacked vessels at 12/31/17 are 15+ years old. 0 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

The global OSV leader Regional Headquarters Area Operations Americas Active Fleet 26 Towing Supply Towing Supply Towing Supply Our top 10 customers in 2017 (3 Super Majors, 4 NOCs and 3 Other) accounted for 75% of our revenue Revenue Mix Production Support Drilling Support 140 total active vessels with average vessel age of 9 years as of December 31, 2017. Deepwater Towing Supply Other Deepwater Towing Supply Deepwater Towing Supply 8.0 yrs Avg. Age 8.1 yrs Avg. Age Europe & Africa Active Fleet 70 Deepwater Other Towing Supply Deepwater Towing Supply 6.9 yrs Avg. Age Middle East & Asia Pacific Active Fleet 42 Deepwater Other Towing Supply Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Size and scope of operations matter AHTS and PSVs only, as of January 31, 2018 All Others (~2,400 total vessels for 400+ owners) Source: IHS Markit and Tidewater Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

A solid financial foundation prepared for a market upturn Cash & Equiv.: >$453 million Total Debt: $448 million Book Equity: ~$1 billion Net Debt/Net Cap: 0% Total Debt / Cap: 30% Debt Maturity: ~$350 million senior secured notes due 2022 ~$90 million export credit backed debt amortizes over ~10 yrs. As of December 31, 2017 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Source: FactSet research systems & Company filings as of 3/22/18 1Reflects midpoint of Estimated Reorganization Value per 3/8/18 Disclosure Statement 1 The highest equity market cap in the OSV sector Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Source: FactSet research systems & Company filings as of 3/22/18 The lowest leverage in the OSV sector 1 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Rationalizing fleet to reduce cost of excess capacity 1 Fleet counts as of December 31 for stated calendar years Active vessels include owned and chartered vessels, where applicable 1Stacked fleet reported as of March 15, 2018 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Minimal CAPEX spend (1) Values presented are on calendar basis ~$4 million Capex Required as of 12/31/2017 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Tidewater’s go forward strategy Leadership in safety, compliance and operational excellence Focused on near-term cash break-even and margin expansion in the upturn Protect and preserve strong liquidity position Focused on organic growth opportunities (reactivations) and M&A Deliver best-in-class shareholder returns Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Appendix

Vessel revenue & vessel operating margin, 2008-2017 Prior peak period (2008) averaged quarterly revenue of $334M, quarterly operating margin of $168.6M at 50.4% Note: Vessel operating margin is defined as vessel revenue less vessel operating expenses $150 million 50.0% Millions Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Vessel trends – deepwater PSVs $45 million, or 45%, of Vessel Revenue in Q4 2017 Q4 2017 Avg Day Rate: $11,940 Utilization: 48.7% Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Vessel trends – AHTS $5.5 million, or 6%, of Vessel Revenue in Q4 2017 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Vessel trends – towing supply $43 million, or 42%, of Vessel Revenue in Q4 2017 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.

Fleet valuation post-fresh start accounting Vessel Count NBV Average Age Avg NBV / Vessel   (in millions) (years) (in millions) Deepwater vessels PSVs > 3,800 DWT 42 $ 362.5 5.4 $ 8.6 PSVs < 3,800 DWT 43 $ 173.0 5.8 $ 4.1 Deepwater AHTS 12 $ 66.5 9.3 $ 4.4 97 $ 602.0 7.6 $ 6.1 Towing Supply Vessels 93 $ 226.8 9.0 $ 2.4 Other Vessels 37 $ 8.4 12.2 $ 0.2 Total - All Vessels 227 $ 823.1 9.0 $ 3.6 Vessel NBV as of December 31, 2017 Scotia Howard Weil 46th Annual Energy Conference | ©2018 Tidewater Inc.