Tidewater Inc.
|
(Name of Issuer)
|
Common Stock, $0.001 Par Value Per Share
|
(Title of Class of Securities)
|
88642R109
|
||
(CUSIP Number)
|
212-986-4800
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
June 2, 2020
|
(Date of Event Which Requires Filing of This Statement)
|
Schedule 13D
|
|
CUSIP No. 88642R109
|
Page 2 of 20 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Robert E. Robotti*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF, OO, PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
7,092 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,134,858 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
7,092 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,134,858 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,141,950 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.7% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC |
|
|
|||
|
|
Schedule 13D
|
|
CUSIP No. 88642R109
|
Page 3 of 20 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Robotti & Company, Incorporated*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,131,858 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,131,858 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,131,858 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.7% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC |
|
|
|||
|
|
Schedule 13D
|
|
CUSIP No. 88642R109
|
Page 4 of 20 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Robotti & Company Advisors, LLC*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,128,883 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,128,883 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,128,883 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.7% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, IA |
|
|
|||
|
|
Schedule 13D
|
|
CUSIP No. 88642R109
|
Page 5 of 20 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Robotti Securities, LLC*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC, OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,975 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,975 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,975 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Less than 1% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, BD |
|
|
|||
|
|
Schedule 13D
|
|
CUSIP No. 88642R109
|
Page 6 of 20 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Suzanne Robotti*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF, OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
12,169 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,000 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
12,169 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,000 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,169 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Less than 1% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC |
|
|
|||
|
|
Schedule 13D
|
|
CUSIP No. 88642R109
|
Page 7 of 20 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Kenneth R. Wasiak*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF, OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,612,231 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,612,231 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,612,231 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
4.0% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN, HC |
|
|
|||
|
|
Schedule 13D
|
|
CUSIP No. 88642R109
|
Page 8 of 20 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ravenswood Management Company, L.L.C.*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,609,231 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,609,231 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,609,231 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
4.0% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
Schedule 13D
|
|
CUSIP No. 88642R109
|
Page 9 of 20 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
The Ravenswood Investment Company, L.P. *
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
995,715 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
995,715 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
995,715 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.5% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
Schedule 13D
|
|
CUSIP No. 88642R109
|
Page 10 of 20 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ravenswood Investments III, L.P. *
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
613,516 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
613,516 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
613,516 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.5%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
Schedule 13D
|
|
CUSIP No. 88642R109
|
Page 11 of 20 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Suzanne and Robert Robotti Foundation, Inc.*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,000 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,000 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,000 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Less than 1% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
SCHEDULE 13D
|
||
CUSIP No. 88642R109
|
Page 12 of 20 Pages
|
Item 2.
|
Identity and Background
|
SCHEDULE 13D
|
|
CUSIP No. 88642R109
|
Page 13 of 20 Pages
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
SCHEDULE 13D
|
|
CUSIP No. 88642R109
|
Page 14 of 20 Pages
|
Item 4.
|
Purpose of the Transaction
|
• |
acknowledged that while the recently adopted shareholder rights plan ("Shareholder Rights Plan") could be used to preserve tax benefits ("Tax Benefits"), there was also the risk that the plan may be used to prevent a consolidation of the
Issuer.
|
• |
agreed with the Issuer's current strategy of:
|
o |
laying up vessels when they complete contracts rather than keeping them available;
|
o |
down-sizing the layup fleet by selling and scraping vessels; and
|
o |
reducing shore-based and corporate SG&A
|
• |
Advocated a prompt merger which would:
|
o |
consolidate markets;
|
o |
optimize fleet retirements;
|
o |
diversify end markets;
|
o |
replace older vessels; and
|
o |
enhance options for future mergers.
|
• |
Advocated replacing two current Board members with directors suggested by current shareholders to mitigate the risk of misuse of the Shareholders Rights Plan.
|
• |
Advised the Issuer to weigh the current benefits of an immediate merger with the potential future benefits of preserving the Tax Benefits.
|
• |
Advised the Issuer that the Reporting Persons would be obliged to vote against the Shareholder Rights Plan at the next Annual Meeting if two suitable directors recommended by shareholders did not replace two existing Board members.
|
SCHEDULE 13D
|
|
CUSIP No. 88642R109
|
Page 15 of 20 Pages
|
Item 5.
|
Interest in Securities of the Issuer
|
Reporting Person
|
Aggregate
Number of Shares
|
Number of
Shares: Sole
Power to Vote
or Dispose
|
Number of
Shares: Shared
Power to Vote or
Dispose
|
Approximate
Percentage*
|
Robotti (1)(2)(3)(4)(6)(7)(8)
|
3,141,950
|
7,092
|
3,134,858
|
7.69%
|
ROBT (1)(3)(4)(6)(7)
|
3,131,858
|
0
|
3,131,858
|
7.66%
|
Robotti Advisors (1)(3)(6)(7)
|
3,128,883
|
0
|
3,128,883
|
7.65%
|
Robotti Securities (1)(4)
|
2,975
|
0
|
2,975
|
**
|
Suzanne Robotti (1)(5)(8)
|
15,169
|
12,169
|
3,000
|
**
|
Wasiak (1)(6)(7)(8)
|
1,612,231
|
0
|
1,612,231
|
3.98%
|
RMC (1)(6)(7)
|
1,609,231
|
0
|
1,609,231
|
3.97%
|
RIC (1)(6)
|
995,715
|
0
|
995,715
|
2.46%
|
RI (1)(7)
|
613,516
|
0
|
613,516
|
1.52%
|
Robotti Foundation (1)(8)
|
3,000
|
0
|
3,000
|
**
|
SCHEDULE 13D
|
|
CUSIP No. 88642R109
|
Page 16 of 20 Pages
|
CUSIP No. 88642R109
|
Page 17 of 20 Pages
|
Transactions in Shares*
|
||||||||||||||
Party
|
Date of
Purchase/
Sale
|
Number of Shares
of the Common
Stock***
|
Buy/
Sell
|
Weighted
Average
Price
|
Price Range
|
|||||||||
Robotti Advisor's Advisory Clients
|
04/06/2020
|
15,405
|
Buy
|
$
|
6.30
|
$
|
6.24-6.30
|
|||||||
Robotti Advisor's Advisory Clients
|
04/07/2020
|
5,009
|
Buy
|
$
|
6.55
|
$
|
6.53-6.55
|
|||||||
Robotti Advisor's Advisory Clients
|
04/08/2020
|
7,900
|
Buy
|
$
|
6.50
|
$
|
6.45-6.55
|
|||||||
Robotti Advisor's Advisory Clients
|
04/09/2020
|
4,500
|
Buy
|
$
|
7.15
|
$
|
7.15-7.15
|
|||||||
Robotti Advisor's Advisory Clients
|
04/13/2020
|
4,684
|
Buy
|
$
|
7.59
|
$
|
7.24-7.92
|
|||||||
RIC
|
05/08/2020
|
8,442
|
Sell
|
$
|
5.16
|
$
|
5.14-5.20
|
|||||||
RI
|
05/08/2020
|
3,973
|
Sell
|
$
|
5.16
|
$
|
5.14-5.20
|
|||||||
RIC
|
05/11/2020
|
6,496
|
Sell
|
$
|
5.02
|
$
|
5.00-5.10
|
|||||||
RI
|
05/11/2020
|
3,057
|
Sell
|
$
|
5.02
|
$
|
5.00-5.10
|
|||||||
RIC
|
05/12/2020
|
21,835
|
Sell
|
$
|
5.08
|
$
|
5.00-5.27
|
|||||||
RI
|
05/12/2020
|
10,276
|
Sell
|
$
|
5.08
|
$
|
5.00-5.27
|
|||||||
RIC
|
05/20/2020
|
22,032
|
Sell
|
$
|
5.03
|
$
|
5.00-5.10
|
|||||||
RI
|
05/20/2020
|
10,368
|
Sell
|
$
|
5.03
|
$
|
5.00-5.10
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to be Filed as Exhibits
|
4.
|
Amended and Restated Joint Filing Agreement dated as of June 2, 2020 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne
Robotti, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., the Ravenswood Investment Company, L.P., Ravenswood Investments III, L.P., and Suzanne and Robert Robotti Foundation, Inc.
|
5.
|
Letter dated June 2, 2020 from Robotti & Company Advisors, LLC to the Board of Directors of Tidewater Inc.
|
SCHEDULE 13D
|
|
CUSIP No. 88642R109
|
Page 18 of 20 Pages
|
Date:
|
June 2, 2020
|
/s/ Robert E. Robotti
|
/s/ Suzanne Robotti
|
|||
Robert E. Robotti
|
Suzanne Robotti
|
|||
Robotti & Company, Incorporated
|
Suzanne and Robert Robotti Foundation, Inc.
|
|||
By:
|
/s/ Robert E. Robotti
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
Name: Robert E. Robotti
|
|||
Title: President and Treasurer
|
Title: Director
|
|||
Robotti & Company Advisors, LLC
|
Robotti Securities, LLC
|
|||
By:
|
/s/ Robert E. Robotti
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
Name: Robert E. Robotti
|
|||
Title: President and Treasurer
|
Title: President and Treasurer
|
|||
Ravenswood Management Company, L.L.C.
|
||||
By:
|
/s/ Robert E. Robotti
|
/s/ Kenneth R. Wasiak
|
||
Name: Robert E. Robotti
|
Kenneth R. Wasiak
|
|||
Title: Managing Member
|
||||
The Ravenswood Investment Company, L.P.
|
Ravenswood Investments III, L.P.
|
|||
By:
|
Ravenswood Management Company, L.L.C., General Partner
|
By:
|
Ravenswood Management Company, L.L.C., General Partner
|
|
By:
|
/s/ Robert E. Robotti
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
Name: Robert E. Robotti
|
|||
Title: Managing Member
|
Title: Managing Member
|
SCHEDULE 13D
|
|
CUSIP No. 88642R109
|
Page 19 of 20 Pages
|
Robotti & Company, Incorporated, Robotti & Company Advisors, LLC, and Robotti Securities, LLC
|
|
Name:
|
Robert E. Robotti
|
(Director, President, Treasurer)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
President and Treasurer, Robotti & Company, Incorporated
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Name:
|
Nancy Seklir
|
(Director)
|
|
Citizenship:
|
U.S.A.
|
Principal Occupation:
|
Retired
|
Business Address:
|
c/o Robotti & Company, Incorporated
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Name:
|
Kenneth R. Wasiak
|
(Director)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
Retired
|
Business Address:
|
104 Gloucester Road, Massapequa, New York 11758
|
Name:
|
Suzanne Robotti
|
(Director)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
Founder, Medshadow Foundation
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Name:
|
Erwin Mevorah
|
(Vice President, Secretary)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
Vice President and Secretary, Robotti & Company, Incorporated
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Suzanne and Robert Robotti Foundation, Inc.
|
|
Name:
|
Robert E. Robotti
|
(Director)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
President and Treasurer, Robotti & Company, Incorporated
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Name:
|
Suzanne Robotti
|
(Director)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
Founder, Medshadow Foundation
|
Business Address:
|
60 East 42nd Street, Suite 3100, New York, New York 10165
|
Name:
|
Kenneth R. Wasiak
|
(Director)
|
|
Citizenship
|
U.S.A.
|
Principal Occupation:
|
Retired
|
Business Address:
|
104 Gloucester Road, Massapequa, New York 11758
|
SCHEDULE 13D
|
|
CUSIP No. 88642R109
|
Page 20 of 20 Pages
|
Exhibit
|
Page
|
||
1.
|
Joint Filing Agreement dated as of October 27, 2019 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Suzanne Robotti, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C., the
Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P.
|
Previously Filed
|
|
2.
|
Letter dated October 25, 2019, from Robotti & Company Advisors, LLC to the Board of Directors of Tidewater Inc.
|
Previously Filed
|
|
3.
|
Amended and Restated Joint Filing Agreement dated as of February 4, 2020 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne Robotti, Kenneth R.
Wasiak, Ravenswood Management Company, L.L.C., the Ravenswood Investment Company, L.P., and Ravenswood Investments III, L.P.
|
Previously Filed
|
|
Amended and Restated Joint Filing Agreement dated as of June 2, 2020 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, Advisors, LLC, Robotti Securities, LLC, Suzanne Robotti, Kenneth R. Wasiak,
Ravenswood Management Company, L.L.C., the Ravenswood Investment Company, L.P., Ravenswood Investments III, L.P., and Suzanne and Robert Robotti Foundation, Inc.
|
21
|
||
5.
|
Letter dated June 2, 2020 from Robotti & Company Advisors, LLC to the Board of Directors of Tidewater Inc.
|
22
|
Date:
|
June 2, 2020
|
/s/ Robert E. Robotti
|
/s/ Suzanne Robotti
|
|||
Robert E. Robotti
|
Suzanne Robotti
|
|||
Robotti & Company, Incorporated
|
Suzanne and Robert Robotti Foundation, Inc.
|
|||
By:
|
/s/ Robert E. Robotti
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
Name: Robert E. Robotti
|
|||
Title: President and Treasurer
|
Title: Director
|
|||
Robotti & Company Advisors, LLC
|
Robotti Securities, LLC
|
|||
By:
|
/s/ Robert E. Robotti
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
Name: Robert E. Robotti
|
|||
Title: President and Treasurer
|
Title: President and Treasurer
|
|||
Ravenswood Management Company, L.L.C.
|
||||
By:
|
/s/ Robert E. Robotti
|
/s/ Kenneth R. Wasiak
|
||
Name: Robert E. Robotti
|
||||
Title: Managing Member
|
||||
The Ravenswood Investment Company, L.P.
|
Ravenswood Investments III, L.P.
|
|||
By:
|
Ravenswood Management Company, L.L.C., General Partner
|
By:
|
Ravenswood Management Company, L.L.C., General Partner
|
|
By:
|
/s/ Robert E. Robotti
|
By:
|
/s/ Robert E. Robotti
|
|
Name: Robert E. Robotti
|
Name: Robert E. Robotti
|
|||
Title: Managing Member
|
Title: Managing Member
|
1)
|
Act quickly to put vessels in layup when they complete a contract versus keeping them available hoping for work, or even worse, aggressively underbidding work and further cannibalizing pricing in the market;
|
2)
|
Downsize the fleet in layup aggressively by either selling or, if not possible, actively scrapping vessels now that a market recovery has been pushed back immeasurably;
|
3)
|
Reduce shore-based and corporate level SG&A once again to maximize cash flow from the active fleet.
|
1. |
Consolidate their markets;
|
2. |
Optimize fleet retirements, reducing costs;
|
3. |
Diversify end markets;
|
4. |
Replace older vessels with newer ones; and
|
5. |
Enhance options for future mergers
|