Strategic Rationale for Tidewater's Acquisition of SPO Fleet
Strategic Rationale
Largest Global OSV
Operator
Synergy Opportunities
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Combination of TDW's 124 PSVs and AHTSS (collectively, "OSVS") and SPO's fleet of 50 OSVS creates the world's largest OSV operator with
a fleet of 174 OSVS
SPO's fleet of 50 OSVS consists of 29 AHTS and 21 PSVs, all of which are currently active
Combination provides for a major presence in every major offshore oil & gas region globally
$20 million of G&A synergies and $25 million of opex synergies targeted that can be realized within the first 24 months post-closing
TDW management has a strong track record in executing transformative M&A transactions and realizing significant synergies
Ability to rapidly integrate vessels into existing shore based infrastructure and systems
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Balance Sheet Strength &
Liquidity
Earnings Leverage
Geographic Enhancement
& Expansion
Tidewater will retain the strongest balance sheet in the industry with approximately 93% net debt to market capitalization and a net debt
position of approximately $65 million
Pro forma for the transaction, Tidewater liquidity will be approximately $135 million including our recently established $25 million
revolving credit facility
Pro Forma 2021 Core Fleet (1) Combined EBITDA of $86 million as compared to TDW stand-alone 2021 EBITDA of $35 million
50 SPO OSVS acquired expands asset base with which to drive significant free cash flow generation as the offshore vessel market
continues to recover
SPO acquisition significantly enhances Tidewater's market presence in West Africa, provides for an expansion of its highly profitable
Southeast Asia business, and is additive to its footprint in the Middle East
Pro forma for the acquisition, Tidewater will be the largest operator of active OSVs in both West Africa and Southeast Asia / Middle East
regions
Fleet High-Grading
■ Adds 18 large PSVs and 10 large AHTSS to TDW's fleet, an increase of 26% and 167%, respectively(2)
Improves average age profile of aggregate fleet, especially within the large PSV and AHTS fleet; improves average age of large PSVs by
0.6 years to 9.0 years and large AHTSS by 2.7 years to 9.9 years
1) "Core Fleet" excludes vessels sold during 2021 or classified as assets held for sale by TDW at YE 2021 and the 50 PSVS and AHTSS
acquired from SPL. 2021 Core Fleet EBITDA includes realization of $45 million of targeted synergies.
2) Large PSV defined as deck size of >700sqm and high-spec AHTS defined as BHP >12k.
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