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“Our Board adopted the Plan to protect the Company’s substantial Tax Attributes from being limited, which could have a negative impact on stockholder value,” stated Tidewater President and Chief Executive Officer
Use of the company’s Tax Attributes will be substantially limited if Tidewater experiences an “ownership change” as defined in Section 382 of the Internal Revenue Code (“Section 382”). In general, an ownership change occurs if there is a cumulative change in a company’s ownership by “5 percent stockholders” (as defined in Section 382) of more than 50 percentage points over the lowest percentage owned by such stockholders at any time during the prior three years on a rolling basis. The Company believes that as a result of prior ownership changes, the Company’s Tax Attributes are at risk of being substantially limited if additional ownership changes take place, and this Plan is designed to address that risk.
While the Plan is in effect, any person or group that acquires beneficial ownership of 4.99% or more of the Company’s common stock then outstanding without approval from the Board or without meeting certain customary exceptions would be subject to significant dilution in their ownership interest in the Company. Stockholders who currently own 4.99% or more of the Company’s outstanding common stock will not trigger the Plan unless they acquire 0.5% or more additional shares of common stock.
Pursuant to the Plan, one right will be distributed to Tidewater stockholders for each share of the Company’s common stock owned of record at the close of business on
The rights will expire on the earliest of (i) the close of business on
Additional details about the Plan will be contained in a Form 8-K which the Company is filing with the
Tidewater owns and operates the largest fleet of Offshore Support Vessels in the industry, with over 60 years of experience supporting offshore energy exploration and production activities worldwide. To learn more, visit www.tdw.com.
Vice President Investor Relations & Marketing