American Industrial Partners Announces 67.44% of SEACOR Shares Tendered; Offer Extended One Day for Guaranteed Deliveries

Rhea-AI Summary

American Industrial Partners, through Safari Merger Subsidiary, announced that 67.44% of SEACOR Holdings Inc. (NYSE: CKH) shares have been tendered at $41.50 per share as part of a merger. The minimum requirement for the transaction is 66 2/3%, achieved by the deadline. Approximately 428,000 shares were tendered through guaranteed delivery, necessitating an extension of the offer until April 6, 2021, to allow for physical share delivery. The Purchaser is prepared to close the transaction promptly once the shares are delivered.

Positive

• 67.44% of outstanding shares tendered at $41.50 per share.
• Minimum tender condition of 66 2/3% achieved.
• Extension of the offer allows for fulfillment of guaranteed delivery shares.

Negative

• 428,000 shares tendered through guaranteed delivery not counted toward the minimum tender condition.

American Industrial Partners and its affiliate Safari Merger Subsidiary, Inc. (“Purchaser”) announced that 67.44% of outstanding shares of SEACOR Holdings Inc. (NYSE: CKH) (“SEACOR”) have been tendered pursuant to Purchaser’s outstanding tender offer at $41.50 per share. The transaction’s minimum tender condition is 66 2/3%. Approximately 428,000 shares have been tendered pursuant to guaranteed delivery procedures, and the actual delivery of shares in excess of the minimum tender condition is required in order for Purchaser to accept for payment all shares tendered. Accordingly, the tender offer has been extended until 5:00 p.m. on Tuesday, April 6, 2021 in order for the requisite number of these tendered shares to be delivered either physically or by book entry.

American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that, as of 5:00 p.m. on April 5, 2021, a total of 13,861,256 shares, representing 67.44% of the outstanding shares, had been validly tendered. Of these shares, 13,433,398 shares, representing 65.36% of the outstanding shares, were tendered physically or by book-entry, and 427,858 shares were tendered pursuant to guaranteed delivery procedures.

Shareholders who have already tendered their shares by physical or book-entry delivery should not re-tender their shares or take any other action as a result of the extension of the tender offer. Stockholders who have tendered by guaranteed delivery should fulfill their guarantees as soon as possible by delivering their shares physically or by book-entry. The Company has provided its consent to the offer being extended through Wednesday to permit the guaranteed delivery shares to be actually delivered physically or by book entry, and the Company and the Purchaser have indicated their intention not to terminate the Merger Agreement during this period.

Purchaser is ready to close the transaction and, when 66 2/3% of outstanding shares are delivered physically or by book-entry, closing and payment for the shares will occur promptly.

Jason Perri, Partner of American Industrial Partners, commented “We are very pleased that at yesterday’s offer expiration we achieved the support of more than 66 2/3% of the shares, which is the requirement to close this transaction. Due to technical Delaware merger requirements, 428,000 of the tendered shares don’t count towards the minimum tender condition, even though these shares are contractually required to be delivered within two NYSE trading days. We are using an extension of one day (and may need one more) in order to convert these shares and close the offer. Once we are able to close, funding will occur the next day. We are excited to be able to deliver this value to stockholders and to begin working with SEACOR and its team.”

The tender offer is being made pursuant to the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “Tender Offer Statement”) filed by Purchaser and its affiliates with the United States Securities and Exchange Commission on December 18, 2020, as amended.

About American Industrial Partners
American Industrial Partners is an operationally oriented private equity firm that makes control investments in industrial businesses serving domestic and global markets. The firm has deep roots in the industrial economy and has been active in private equity investing since 1989. To date, American Industrial Partners has completed over 100 transactions and currently has more than $7 billion of assets under management on behalf of leading pension, endowment and financial institutions. For more information on American Industrial Partners, visit www.americanindustrial.com.

Additional Information and Where to Find It
The tender offer described in this communication commenced on December 18, 2020. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of SEACOR. On December 18, 2020, the bidders filed with the United States Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO, and SEACOR filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. SEACOR’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Tender Offer Statement and the Solicitation/Recommendation Statement are available for free at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free by contacting SEACOR. Free copies of these materials and certain other offering documents will be made available by SEACOR upon request by mail to SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, FL 33316, attention: Investor Relations, or by phone at 1-954-523-2200, or by directing requests for such materials to the information agent for the offer named in the Tender Offer Statement. Copies of the documents filed with the SEC by SEACOR will be available free of charge under the “Investors” section of SEACOR’s internet website at seacorholdings.com. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, SEACOR files annual, quarterly and current reports, proxy statements and other information with the SEC. SEACOR’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

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FAQ

What percentage of SEACOR Holdings Inc. shares were tendered in the merger offer?

67.44% of outstanding shares of SEACOR Holdings Inc. have been tendered.

What is the tender offer price per share for SEACOR Holdings Inc.?

The tender offer price is $41.50 per share.

What is the new deadline for the SEACOR Holdings Inc. tender offer?

The tender offer has been extended until April 6, 2021.

What condition is required for closing the SEACOR Holdings Inc. transaction?

The minimum tender condition of 66 2/3% must be satisfied with the delivery of shares.