Tidewater Inc. (NYSE: TDW) (“Tidewater”) today announced that it has entered into a definitive agreement to acquire all of the outstanding shares of Wilson Sons Ultratug Participações S.A. and its affiliate Atlantic Offshore Services S.A. (collectively, “WSUT”) at an enterprise value of approximately $500 million, including the assumption of WSUT’s existing debt (the “Transaction”).
Strategic Rationale
- Strengthens Tidewater’s OSV position: WSUT’s fleet consists of 22 PSVs; pro forma for the Transaction, Tidewater will own a fleet of 213 OSVs, bringing Tidewater’s total global fleet size to 231 vessels, including crew boats, tug boats and maintenance vessels
- Enhances Tidewater’s Brazilian presence: Expands Tidewater’s current fleet of 6 vessels in Brazil to a total of 28, providing meaningful scale and the operational capability required to support the continued growth of the Brazilian offshore energy market
- Establishes Tidewater as one of the main providers of Brazilian-built PSVs: 19 of WSUT’s fleet of PSVs are Brazilian-built, establishing Tidewater as one of the main providers of Brazilian-built PSVs; Brazilian-built vessels receive priority to operate in Brazil
- Brazilian-built fleet provides REB tonnage rights: WSUT’s fleet of Brazilian-built vessels would enable Tidewater to import international-flagged vessels into Brazil under the Brazilian Special Registry (“REB”)
- Significant backlog coverage with contract roll over opportunity: WSUT’s fleet delivers approximately $441 million of existing backlog, with many contracts currently on day rates materially lower than current market day rates, providing for expected significant earnings and free cash flow uplift as contracts roll over
- Delivers immediate financial accretion: The Transaction is expected to deliver meaningful accretion to both 2026E and 2027E earnings and free cash flow per share
- Includes built-in, low-cost financing: Tidewater intends to novate WSUT’s low-cost, long-duration amortizing debt providing a significant cost of capital advantage and built-in financing
Quintin Kneen, Tidewater’s President and Chief Executive Officer, commented, “The agreement to acquire WSUT marks yet another important milestone in the continued evolution of Tidewater. The Brazilian offshore vessel market is one of the largest and most compelling in the world and the addition of WSUT to the Tidewater fleet will enhance our presence in the country. WSUT has an excellent reputation as both a shipowner and ship operator, with a fleet that is among the most impressive worldwide today. As of today, 21 of WSUT’s 22 vessels are active and working in Brazil, allowing Tidewater to commercialize this new asset base.
“As we’ve surveyed the world and evaluated different regions, Brazil stands out as perhaps the most attractive to Tidewater. The scale of the offshore industry in Brazil, and in particular the offshore vessel industry, is one of the best in the world and we believe the long-term fundamentals for this market are highly favorable. WSUT presents a unique opportunity to enter Brazil in scale with a fleet that is almost 90% Brazilian-built. This provides Tidewater two distinct benefits: first, the attractiveness of these vessels in local commercial tendering processes and, second, the opportunity to utilize the REB capacity afforded by WSUT’s fleet with Tidewater’s international tonnage to pursue opportunities in Brazil and enjoy the same status as a Brazilian-built vessel. Considering the long-term supply and demand for offshore vessels in Brazil, as well as the potential to introduce international tonnage, this transaction provides Tidewater with a compelling opportunity to capitalize on these dynamics.
“Assuming the transaction closes at the end of the second quarter, we expect the WSUT business to generate approximately $220 million of revenue and generate a gross margin of approximately 58% over the first twelve months. In addition, we would expect to incur approximately $14 million of annual G&A expense.”
Kneen continued, “Following the successful refinancing transactions executed during the third quarter of 2025 and now the WSUT acquisition, we have executed a series of steps that have positioned Tidewater as one of the world’s leading OSV operators with what we believe to be the strongest balance sheet in the industry. Pro forma for an estimated June 30, 2026 closing of the Transaction, we will have a net leverage ratio below 1.0x which, when combined with substantial near-term free cash generation, will provide for continued flexibility to pursue additional capital deployment opportunities.”
Transaction Terms
Under the terms of the Transaction, Tidewater will acquire all of the outstanding shares of WSUT for cash consideration to be funded from cash on hand. It is also anticipated that WSUT’s existing debt of approximately $261 million (as of September 30, 2025) provided by BNDES and Banco do Brasil will be rolled over as part of the Transaction.
The Transaction was unanimously approved by Tidewater’s Board of Directors and is expected to close late in the second quarter of 2026, subject to required regulatory approvals and other customary closing conditions including approval from the Brazilian Antitrust Authority (CADE).
Advisors
Piper Sandler & Co. is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Machado, Meyer, Sendacz e Opice Advogados are serving as legal counsel to Tidewater.
Conference Call Information
In connection with the announcement of this Transaction, Tidewater management will host a conference call on February 23, 2026 at 8:00 am Central Time during which it will provide additional comments on the Transaction. Investors and interested parties may listen to the conference call via telephone by calling +1.800.715.9871 if calling from the U.S. or Canada (+1.647.932.3411 if calling from outside the U.S.) and provide Access Code: 8745688 prior to the scheduled start time. A live webcast of the call will also be available in the Investor Relations section of Tidewater’s website at investor.tdw.com.
