58 added · 55 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
The foregoing risks apply to the timing, completion and anticipated benefits of the proposed acquisition of the Wilson Companies, which may be delayed or not occur at all, may divert management ’ s attention, or may result in legal proceedings, any of which could negatively impact our operating results and ongoing business.
The acquisition and related agreements (Wilson Transaction) is subject to the satisfaction (or, where permitted, waiver) of certain conditions set forth in the Agreement, including, among others, (i) the approval of the Brazilian antitrust authority, (ii) the consent of the lenders to the Wilson Companies’ to the change of control, (iii) the absence of any final and non-appealable order from an applicable governmental body that prohibits the transaction or makes the consummation of the transaction illegal, (iv) the delivery of certain financial statements to us to allow the Company to satisfy its reporting obligations with the SEC, and (v) the absence of a Material Adverse Effect as defined in the Agreement.
Furthermore, failure to complete the Wilson Transaction could adversely affect our business and the market price of our common shares in a number of ways, including to the extent that the current market price of our shares reflects an assumption that the acquisition will be consummated.
Additionally, there can be no assurance that we will not have to take additional impairment charges in the future with depressed market conditions. 25 Table of Contents We may not be able to sell vessels because we may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable timeframe.
The use of artificial intelligence by us or by third-party service providers may create new cybersecurity vulnerabilities, including those which may not be recognized at the time, and malicious actors may employ AI to aid in launching more sophisticated and effective cyber-attacks.
Any of these occurrences could disrupt our business, result in potential liability or reputational damage or otherwise have an adverse effect on our business, operations and financial results. 32 Table of Contents In addition, laws and regulations governing cybersecurity, data privacy and the unauthorized disclosure of confidential or protected information, including GDPR, legislation in certain U.S. states and the SEC rules regarding cybersecurity, pose increasingly complex compliance challenges and potentially elevate costs.
Any of these issues could reduce our earnings or otherwise adversely affect our business and financial results after the close of this acquisition We derive a significant amount of revenue from a relatively small number of customers.
We also have expended, and continue to expend, significant management time and resources in an effort to complete the acquisition, which may have a negative impact on our ongoing business and operations.
The Wilson Transaction may lead to litigation against the parties or their directors and officers, which could be distracting to management and may, in the future, require us to incur significant costs.
On February 22, 2026, we entered into a Sale and Purchase Agreement (Agreement) to acquire all outstanding shares of Wilson Sons Ultratug Participações S.A and its affiliate Atlantic Offshore Services S.A.
The terms for our 9.125% Senior Notes due July 2030 (2030 Notes) and the $250 million senior secured revolving credit facility (Revolving Credit Facility) contain certain restrictive covenants.
In 2025, we entered into foreign currency derivative contracts designed to mitigate exposure to Euro based currencies primarily in certain African countries.
No longer disclosed
Further, the increasing attention on climate change and other sustainability matters has resulted in governmental investigations, and public and private litigation, which could increase our costs or otherwise adversely affect our business or results of operations.
In addition, laws and regulations governing cybersecurity, data privacy and the unauthorized disclosure of confidential or protected information, including GDPR, legislation in certain U.S. states and the SEC rules regarding cybersecurity, pose increasingly complex compliance challenges and potentially elevate costs.
Finally, increasing attention to climate change risks has resulted in an increased possibility of government investigations or claims and additional private litigation against companies in the oil and gas industry.
The terms for our 8.50% Senior Secured Bonds due in 2026, the Senior Secured Term Loan, 10.375% Senior Unsecured Notes due July 2028 and the Super Senior Revolving Credit Facility Agreement due in 2026 (the Credit Facility Agreement) contain certain restrictive covenants.
These provisions provide for, among other things: ● the ability of our Board to issue, and determine the rights, powers and preferences of, one or more series of preferred stock; ● advance notice for nominations of directors by stockholders and for stockholders to present matters for consideration at our annual meetings; ● limitations on convening special stockholder meetings; ● the prohibition on stockholders to act by written consent; ● supermajority vote of stockholders to amend certain provisions of the certificate of incorporation; ● limitations on expanding the size of the Board; ● the availability for issuance of additional shares of common stock; and ● restrictions on the ability of any natural person or entity that does not satisfy the citizenship requirements of the U.S. maritime laws to own, in the aggregate, more than 24% of the outstanding shares of our common stock.
Additionally, there can be no assurance that we will not have to take additional impairment charges in the future with depressed market conditions.
Shares of our common stock have been reserved for issuance under our 2021 Stock Incentive Plan as equity-based awards to employees, directors and certain other persons.
In addition, the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock.
Such legislation and lawsuits present a high degree of uncertainty regarding the extent to which energy companies face an increased risk of liability stemming from climate change or sustainability disclosures and practices. 21 Table of Contents At certain locations where we operate, an increased potential for seasonal weather events exists that could lead to limits or restrictions on our ability to operate, damage to our assets and equipment, liabilities or claims, operational delays for recovery and repair, impacts on customer and vendor contracts, regulatory fines and penalties, and uninsured losses, which could adversely affect our business.
The rise in production of oil and gas resources in North America, and the commissioning of several new large Liquefied Natural Gas (LNG) export facilities around the world have in the past and could in the future result in over-supplied oil and gas market.
Lastly, new laws and regulations related to climate change and the increased scrutiny of greenhouse gas emissions may require us to undertake upgrades or overhauls to our vessels and their power generation systems to ensure compliance, or to contract to build new vessels that conform to these specifications, which would require significant additional capital expenditures. 23 Table of Contents While we expect our cash on hand, cash flow from operations and borrowings under new debt facilities to be adequate to fund our future potential purchases of additional vessels, our ability to pay these amounts is dependent upon the success of our operations.
Even if we can locate appropriate buyers for our vessels, any sales may occur on significantly less favorable terms than the terms that might be available in a more liquid market or at other times in the business cycle. 24 Table of Contents An increase in vessel supply without a corresponding increase in the working offshore rig count could lead to a decline in the charter day rates we can charge and negatively impact our revenue .