Item 1.01. Entry into a Material Definitive Agreement.
On
The Offering was conducted pursuant to the Company's Registration Statement on
Form S-3, File No. 333-234686 (the "Registration Statement"), including a
prospectus relating to the shelf securities, dated
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriter against certain liabilities arising out of or in connection with the sale of the Common Stock and for customary contribution provisions in respect of those liabilities. In addition, subject to certain exceptions, the Company, its executive officers, directors and one of its shareholders have agreed not to sell or otherwise dispose of any of the shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock held by them for a period ending 90 days after the date of the prospectus supplement without first obtaining the written consent of the Underwriter.
Additionally, on
The foregoing descriptions of the Underwriting Agreement and the Warrant Repurchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibit 1.1 and 1.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.
The Underwriting Agreement and the Warrant Repurchase Agreement have been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding their terms and are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement and the Warrant Repurchase Agreement and were made only for purposes of each such agreement and as of specific dates, were solely for the benefit of the parties to each such agreement and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the respective agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Underwriting Agreement or the Warrant Repurchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the dates of the Underwriting Agreement and the Warrant Repurchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties. The risks and uncertainties involved include the
Company's ability to satisfy certain conditions to closing on a timely basis or
at all, market conditions, and other risks detailed from time to time in the
Company's periodic reports and other filings with the
Item 3.03 Material Modifications to Rights of Security Holders
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement, dated
and
1.2 Warrant Repurchase Agreement, dated
5.1 Opinion of
23.1 Consent of
hereto).
99.1 Press Release issuedAugust 9, 2022 byTidewater Inc. 99.2 Press Release issuedAugust 10, 2022 byTidewater Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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