Tidewater announced that it has entered into a deal to acquire all outstanding shares of Wilson Sons Ultratug Participações S.A. and its affiliate Atlantic Offshore Services S.A., collectively referred to as WSUT, in an all-cash transaction valued at approximately $500 million, including the assumption of existing debt.
The Houston-based offshore support vessel operator said the deal will significantly expand its footprint in Brazil and strengthen its global fleet. WSUT operates a fleet of 22 platform supply vessels. On a pro forma basis following the transaction, Tidewater will own 213 offshore support vessels, increasing its total global fleet to 231 vessels, including crew boats, tug boats and maintenance vessels.
The acquisition will expand Tidewater’s presence in Brazil from six vessels to 28, positioning the company with greater operational scale in one of the world’s largest offshore energy markets. Nineteen of WSUT’s vessels are Brazilian-built, giving Tidewater enhanced access to local commercial tendering processes and eligibility under Brazil’s Special Registry, known as REB, which allows the importation of international-flagged vessels under favorable terms.
WSUT’s fleet brings approximately $441 million in existing backlog, with management noting that several contracts are currently priced below prevailing market day rates, creating potential earnings and free cash flow upside as agreements roll over. Tidewater expects the transaction to be immediately accretive to earnings and free cash flow per share in 2026 and 2027.
Assuming a closing at the end of the second quarter of 2026, Tidewater projects that WSUT will generate approximately $220 million in revenue and deliver a gross margin of about 58% over the first twelve months. Annual general and administrative expenses are expected to total roughly $14 million.
The company plans to fund the cash consideration with cash on hand and anticipates rolling over approximately $261 million of WSUT’s existing debt, provided by BNDES and Banco do Brasil, as part of the transaction. Tidewater said the built-in, long-duration amortizing debt structure offers a cost of capital advantage.
Following refinancing transactions completed in the third quarter of 2025 and the pending WSUT acquisition, Tidewater expects to maintain a net leverage ratio below 1.0x on a pro forma basis as of an estimated June 30, 2026 closing date. Management said this balance sheet strength, combined with anticipated near-term free cash generation, will provide flexibility for additional capital deployment opportunities.
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 regulatory approvals and customary closing conditions, including approval from Brazil’s antitrust authority, CADE.
Piper Sandler & Co. is serving as financial advisor to Tidewater, while Skadden, Arps, Slate, Meagher & Flom LLP and Machado, Meyer, Sendacz e Opice Advogados are acting as legal counsel.
Tidewater management will host a conference call on February 23, 2026 to discuss the transaction.
KEY QUOTES
“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.”
“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.”
Quintin Kneen, President and Chief Executive Officer, Tidewater
