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Get filing alertsTidewater completes $500M Wilson Sons UltraTug acquisition, adds 22 PSVs
Filed August 31, 2026 · Period ending August 25, 2026 · ~1 min read
Key Changes
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high
Closed acquisition of Wilson Sons UltraTug Participações and Atlantic Offshore Services for $500M on a debt-free, cash-free basis, effective Aug 31, 2026.
Item 2.01 verify on EDGAR → -
high
Funded with ~$283.1M cash and assumption of ~$229.3M existing debt from BNDES and Banco do Brasil.
Item 2.01 verify on EDGAR → -
high
Amended SPA allows closing before replacing BNDES parent guarantees; Tidewater procured $170.5M unsecured bank guarantees from DNB Bank ASA.
Item 1.01 verify on EDGAR → -
medium
Must maintain liquidity ≥1.25x outstanding Replacement LCs (~$213M) until guarantees terminated.
Item 1.01 verify on EDGAR → -
high
Acquired fleet of 22 platform supply vessels expands Tidewater's Brazil presence and global OSV position.
Exhibit 99.1 view on EDGAR →
Summary
Tidewater completed its acquisition of Wilson Sons UltraTug Participações S.A. and Atlantic Offshore Services S.A. for $500 million on a debt-free, cash-free basis, effective August 31, 2026. The deal was funded with approximately $283.1 million in cash and the assumption of roughly $229.3 million of existing debt from BNDES and Banco do Brasil.
The acquired fleet of 22 platform supply vessels expands Tidewater's presence in Brazil and strengthens its global offshore support vessel position. To facilitate closing, the parties amended the sale and purchase agreement to allow the transaction to close before replacing certain BNDES parent company guarantees.
Tidewater procured $170.5 million in unsecured bank guarantees from DNB Bank ASA to backstop its obligation to replace those guarantees by December 31, 2026. As a condition of the guarantees, Tidewater must maintain minimum liquidity of at least 1.25 times the outstanding guarantee amount, roughly $213 million. The acquisition adds scale in the Brazilian offshore market and brings with it existing debt obligations, including BNDES construction loans of about $170.1 million and conversion and drydock loans of about $36.7 million. Tidewater has become guarantor of a $22.5 million Banco do Brasil loan to a newly acquired subsidiary. The company expects to replace the sellers as guarantor on the BNDES loans, with interest rates increasing to 3.21% or 3.77% upon replacement.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03 below is incorporated into this Item 1.01 by reference as if fully set forth under this item.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 25, 2026, the Sellers, the Target Companies and the Tidewater Parties entered into an Amended and Restated Sale and Purchase Agreement (the “Amended & Restated SPA”), to: (a) allow for the consummation of the Transaction prior to the replacement of certain parent company guarantees in respect of the Target Companies’ BNDES Construction Loans (as defined below) (the “BNDES Parent Company Guarantees”);
The original acquisition agreement required replacement of BNDES parent company guarantees before closing. The amendment permits the transaction to close first, with the guarantee replacement obligation deferred until December 31, 2026. This removes a closing condition that could have delayed the acquisition.
Added in current filing · verify on EDGAR →
The Replacement LCs will remain in effect until the earlier of December 31, 2026 and the date on which DNB Bank ASA receives a written notice from the Company and the Sellers requesting termination of the Replacement LCs.
The bank guarantees expire on December 31, 2026, or earlier if both parties confirm the BNDES guarantees have been replaced and released. This creates a hard deadline for completing the guarantee replacement.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Company completed the Transaction in exchange for consideration consisting of an aggregate purchase price of USD $500 million, on a debt free, cash free basis
Tidewater closed the acquisition of the Target Companies for a $500 million purchase price on a debt-free, cash-free basis. The price is subject to customary post-closing adjustments, including working capital and indebtedness adjustments.
Added in current filing · verify on EDGAR →
the Company replaced Remolcadores and its affiliate as the new guarantor of the existing loan (the “BB Loan”) from BB, as lender, to Magallanes Navegação Brasileira S.A., a wholly owned subsidiary of WSUT (“MNB”), as borrower
Tidewater became the guarantor of an existing $22.5 million loan from Banco do Brasil to its newly acquired subsidiary MNB. The loan carries a 3.10% interest rate and matures in December 2030.
Added in current filing · verify on EDGAR →
As of the Closing Date, the BNDES Construction Loans had an aggregate outstanding principal amount of approximately USD $170.1 million.
The acquired subsidiary WSO maintains BNDES construction loans totaling about $170.1 million, with interest rates between 2.64% and 3.43% and maturities from December 2026 to December 2035. Tidewater expects to replace the sellers as guarantor and the rates will increase to 3.21% or 3.77% upon that replacement.
Added in current filing · verify on EDGAR →
As of the Closing Date, the BNDES C&D Loans had an aggregate outstanding principal amount of approximately USD $36.7 million.
The acquired entities also carry BNDES conversion and drydock loans of about $36.7 million, with interest rates of 3% or 2.4% and maturities ranging from 2027 to 2035. These loans fund vessel overhauls and modernizations.
Event · Item 7.01 — Regulation FD Disclosure
Tidewater announced completion of a transaction via press release furnished as Exhibit 99.1.
Added in current filing · verify on EDGAR →
On August 31, 2026, the Company issued a press release announcing the completion of the Transaction.
The 8-K discloses that Tidewater completed a transaction and issued a press release on August 31, 2026. The press release is furnished as Exhibit 99.1 and incorporated by reference. The filing does not provide details of the transaction in the body of the 8-K.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
today announced the completion of its acquisition of Wilson, Sons Ultratug Participações S.A. and its affiliate Atlantic Offshore Services S.A. (collectively, “WSUT”), effective August 31, 2026.
Tidewater closed its acquisition of WSUT, effective August 31, 2026. The deal adds a fleet of 22 platform supply vessels (PSVs) and expands Tidewater's presence in Brazil.
Added in current filing · view on EDGAR →
The WSUT fleet of 22 PSVs is an excellent complement to the Tidewater fleet and further expands our leading global market position in OSVs.
The acquired fleet consists of 22 PSVs, which Tidewater says complements its existing fleet and strengthens its global offshore support vessel (OSV) market position. The company highlights growing its presence in Brazil.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 1, 2026 · How we verify