Strategic Rationale for Tidewater's Acquisition of SPO Fleet
USD in Millions
Significant Earnings Leverage and Free Cash Generation
61%
77%
Free Cash Flow Conversion (%) (1)
84%
87%
90%
T
91%
91%
$800
$700
$600
$500
$668
$96
$96
$96
$96
$400
$300
$96
$18.5k day rate
$103
scenario in-line with
$200
2014 realized day rate
$86
$100
$20
$25
$41
$0
2021 Core Targeted G&A Targeted
Fleet EBITDA
Synergies
Opex
Synergies
Pro Forma
2021 Core
Fleet EBITDA
Utilization
Uplift
+$1.5k/day +$3.0k/day +$4.5k/day
+$6.0k/day +$7.5k/day $18.5k/day
Agg. Dayrate Agg. Dayrate Agg. Dayrate Agg. Dayrate Agg. Dayrate
EBITDA
Note: "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 SPO. Core Fleet includes 135 TDW vessels net of 18 AHFS,
yielding a pro form a Core Fleet vessel count of 185. Opex excludes non-cash impairments recorded in 2021.
Utilization Uplift scenario contemplates combined Core Fleet utilization to increase from 75% to 90%; pro forma 2021 combined Core Fleet day rate of $10,994 held constant in this scenario.
11
(1) Free Cash Flow conversion defined as free cash flow as a % of EBITDA; drydocks and capex for legacy TDW fleet assumed $43 million per year and for the SPO fleet assumed $12 million per year.
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