GulfMark Offshore gets merger proposal from Harvey Gulf


#1

can anyone here make any sense of this in any way and try to explain to me what it means?

GulfMark Offshore gets merger proposal from Harvey Gulf

AUGUST 6, 2018 — Seems like nothing can ever be taken for granted in the offshore services sector. Last month we reported that the boards of Tidewater Inc. (NYSE: TDW) and GulfMark Offshore, Inc. (NYSE: GLF) had unanimously approved a definitive agreement to combine the two companies. This morning, however, GulfMark Offshore, reports that it has received a non-binding, unsolicited proposal from HGIM Corp. (Harvey Gulf) to combine the companies through a merger in which GulfMark would acquire Harvey Gulf, with the combined company remaining publicly listed. Under the Harvey Gulf proposal, GulfMark stockholders would own 41.2% of the combined company.

According to the Gulmark Offshore announcement, "Harvey Gulf emerged from bankruptcy on July 2, 2018 as a private company. Harvey Gulf’s proposal letter represents that Harvey Gulf’s enterprise value is $900 million, a valuation that has not been validated at this time by GulfMark, and which would imply a total Harvey Gulf equity value of $595 million based on Harvey Gulf’s reported $305 million of outstanding net debt. Based on the foregoing, and GulfMark’s public equity valuation of $337 million as of the close of business on July 13, 2018, the last trading day prior to announcement of GulfMark’s proposed merger with Tidewater Inc. (NYSE: TDW), the Harvey Gulf 100% stock proposal would imply a combined equity value of $932 million, and a 41.2% ownership interest would imply a value of $384 million for GulfMark stockholders (or $37.93 per GulfMark share).

"As previously announced on July 16, 2018, GulfMark entered into a definitive agreement with Tidewater to combine the two companies. Under the terms of the all-stock agreement, GulfMark stockholders will receive 1.100 shares of Tidewater common stock for each share of GulfMark common stock they hold. Each GulfMark noteholder warrant will be automatically converted into the right to receive 1.100 Tidewater shares, subject to Jones Act restrictions on maximum ownership of shares by non-U.S. citizens. Concurrent with the closing, $100 million of the existing GulfMark debt is expected to be repaid.

"The GulfMark Board of Directors, with the assistance of outside financial and legal advisors, will review the Harvey Gulf unsolicited proposal in a manner consistent with its fiduciary duties and in compliance with its obligations under its merger agreement with Tidewater. GulfMark’s Board has not made any determination as to whether the Harvey Gulf unsolicited proposal constitutes, or could reasonably be expected to result in, a ‘Superior Offer’ under the terms of the Tidewater merger agreement.

"At this time, the GulfMark Board of Directors continues to believe that the Tidewater merger is in the best interest of GulfMark stockholders and continues to recommend that GulfMark stockholders adopt the Tidewater merger agreement at the special meeting of GulfMark stockholders to be scheduled for this fall.

“GulfMark stockholders are advised to take no action at this time.”


#2

I’m not totally sure, but from what I’ve read, it sounds like it puts the brakes on the Tidewater merger. Maybe HGIM playing dirty to keep that from happening in the short term?


#3

yup, there is a second article here which pretty much confirms this is proposal was orchestrated by the Bubba Slug himself to try to spoil the deal with Tidewater

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EMM EFFING ASSHOLE! anyone know where I can order a dumptruck load of salt in NOLA?


#5

Hit him where it hurts, in the boudin!


#6

would love to give him a swift kick right there…

do you know that I loathe Shane Guidry far more than I loathe Gary Chouest? I actually have some respect for what he has built but only see Guidry as a wannabe Massa Gary without Chouest’s business savvy. A true Bubba Slug if there ever was one!


#7

You mean you don’t respect the HGIM management’s decision to waste investor money on a sponsorship in NASCAR?


#8

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#9

I must admit to having a totally mistaken read on this. I honestly thought this was the majority owners of HGIM losing confidence in Shane Guidry and hoping to trade their private shares in HGIM for the public shares of GulfMark but instead it proves to be a blatant greedy power grab by Guidry to add GulfMark to his trophies. He even proposes that GulfMark shareholders make him the CEO and Chairman of GulfMark ie. he takes over the company that “acquires” his!

WHAT UTTER HUBRIS AND ARROGANCE! WHAT A FUCKING ASSHOLE!


#10

A lot of smaller competing companies are good for mariners. Consolidating all the companies into one of two or three bayou mafia oligarchies is bad for mariners

I hope this does not turn into the merger of Tidewater, Harvey and Gulfmark. Where are US antitrust regulators when we need them?


#11

Waiting for the HOS/ECO merger before they act? :joy:


#12

So if Gary is the Willy Wonka of service vessels, that would make Shane… Slugworth.

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#13

Yup, have you seen some of the Captains? Plenty of little overweight Oompa Loompas… and they bleed orange even! :rofl: :rofl:


#14

Would love to hear jeaux bawse’s insight on all this


#15

Does GulfMark and Tidewater have much of a presence in the GOM anymore? I’ve only seen a couple of Tidewater boats in the last 10 years and I don’t recall having ever seen a GulfMark boat. From what I read the merger of GulfMark and HG was a way to mak Harvey a more international company. Can’t see that affecting too many US mariners since most of the crews on the international boats are foreign.


#16

I do know that tdw had maybe around 10 boats running in the GOM around 2013-15, which was a lot compared to the previous decade. Gulfmark had more running in the GOM around that time too. Nowadays I know both companies have a lot of stacked equipment.


#17

Other than a couple PSVs built in the last couple years, Gulfmark’s GOM fleet was acquired when they bought Rigdon in ‘08 or ‘09. They wanted to get in on the GOM action and they did it overnight. I think Rigdon had around 20 boats.


#18

any news from the GOM on this?


#19

That is correct. And the PSV’s built in the last few years were nothing to write home about from what I understand. However, I do not have first hand knowledge with them to give an opinion. They were built at Thoma-Sea Shipyard so that’s not exactly a good start…