Item 1.01 Entry into a Material Definitive Agreement.
Background
On
Additionally, on the same date, the Company announced (i) the early tender
results of its previously announced cash tender offer to purchase up to
Entry into Fourth Supplemental Indenture
On
Definition of Consolidated EBITDA
The definition of "Consolidated EBITDA" was amended to include, as deductions from or additions to Consolidated Net Income (as defined in the Indenture) in the calculation of Consolidated EBITDA, "Consolidated Book Interest Expense" (as defined below) in lieu of Consolidated Interest Charges (as defined in the Indenture) and fees, expenses, or restructuring charges (including, without limitation, professional fees, severance costs, retention bonuses and management and operational transition fees and expenses), related to a (i) reduction in force or (ii) business acquisition or a business disposition, whether effected by merger, consolidation, asset sale, share acquisition or otherwise (including, for the avoidance of doubt, any disposition, or acquisition from a person that is not a manufacturer thereof, of two or more vessels in a single transaction or series of related transactions).
Definition of Consolidated Book Interest Expense
The following new definition of "Consolidated Book Interest Expense" was added:
"Consolidated Book Interest Expense" means, for any period, for the Issuer and its Subsidiaries on a consolidated basis, without duplication, the sum of (a) all interest expense, amortization of premiums, discounts, fees, charges and related expenses of the Issuer and its Subsidiaries in connection with borrowed money (including capitalized interest and the implied interest component of Synthetic Lease Obligations) or in connection with the deferred purchase price of assets, in each case and, with respect to all of the foregoing, to the extent accounted for as interest in accordance with GAAP, and (b) the portion of rent expense under a finance lease that is treated as interest in accordance with GAAP."
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Consolidated Interest Coverage Ratio
The minimum consolidated interest coverage ratio was waived or reduced with respect to specified future fiscal quarters as set forth below:
Minimum Consolidated Interest Coverage Fiscal Quarter Ending RatioJune 30, 2021 Waived (no requirement)September 30, 2021 Waived (no requirement)December 31, 2021 Waived (no requirement)March 31, 2022 and thereafter 1.50:1.00
Minimum Liquidity
The minimum amount of the liquidity (including any amounts available but not
drawn under any revolving credit facilities of the Company or any of its
subsidiaries) that the Company is required to maintain was decreased to
Restricted Payments
The maximum aggregate principal amount of the Restricted Payments (as defined in
the Indenture) that the Company is permitted to repay, redeem, defease or
otherwise acquire or retire for value any indebtedness under the Troms Credit
Agreement and the guarantees in respect thereof was increased to
Additional Amendments
Additional technical revisions were made to the definition of the Troms Credit Agreement and to a covenant restricting amendments to the Troms Credit Agreement.
Waiver of Asset Sale Offer Requirement
By consenting to the Proposed Amendments, the Holders permanently and
irrevocably waived compliance with the provisions of the Indenture that required
the Company to (a) make an Asset Sale Offer (as defined in the Indenture) in
respect of net proceeds received from Asset Sales (as defined in the Indenture)
occurring from and after
The foregoing summary description of the Fourth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K. The Fourth Supplemental Indenture is incorporated by reference into this Item 1.01.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Fourth Supplemental Indenture, datedNovember 18, 2020 , by and amongTidewater Inc. , the guarantors party thereto andWilmington Trust, National Association , as trustee and collateral agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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