American Industrial Partners Announces 67.64% of SEACOR Shares Tendered

Rhea-AI Summary

American Industrial Partners announced that 67.64% of SEACOR Holdings Inc. (CKH) shares have been tendered at $41.50 per share. The minimum tender requirement is 66 2/3%, and 1,626,000 shares were tendered through guaranteed delivery. To facilitate this, the tender offer has been extended until April 9, 2021. As of April 7, 2021, a total of 13,902,313 shares were validly tendered, with 12,276,599 delivered physically. Closing and payment will occur within three days after the minimum tender condition is met.

Positive

• 67.64% of outstanding shares tendered indicates strong shareholder support.
• The tender offer price of $41.50 per share may be favorable for investors.

Negative

• Dependence on physical or book-entry delivery of shares raises uncertainty.
• The tender offer extension suggests challenges in meeting the minimum tender condition.

American Industrial Partners and its affiliate Safari Merger Subsidiary, Inc. (“Purchaser”) announced that 67.64% 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 1,626,000 shares have been tendered pursuant to guaranteed delivery procedures. The actual physical or book-entry 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 Friday, April 9, 2021 in order for the requisite number of these tendered shares to settle and be delivered either physically or by book entry.

This extension, beyond the End Date under the Merger Agreement, has been granted in coordination with the SEACOR board specifically to allow shares tendered by guaranteed delivery to be delivered physically or by book-entry, so that the minimum tender condition is met. Purchaser has not sought and SEACOR’s board has not consented to an extension beyond Friday, April 9, 2021.

American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that, as of 5:00 p.m. on April 7, 2021, a total of 13,902,313 shares, representing 67.64% of the outstanding shares, had been validly tendered. Of these shares, 12,276,599 shares, representing 59.73% of the outstanding shares, were tendered physically or by book-entry, and 1,625,714 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 guarantee obligations as soon as possible by delivering their shares physically or by book-entry. Shareholders should be aware that shares traded with T+2 settlement can not be tendered in a manner that meets the minimum tender threshold until two trading days after the trade and the success of the offer is dependent on sufficient shares being tendered physically or by book-entry.

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 within three (3) business days.

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 offer?

67.64% of outstanding shares were tendered in the offer.

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

The tender offer price is $41.50 per share.

When is the new deadline for the tender offer?

The tender offer has been extended until April 9, 2021.

What is the minimum tender condition for the offer?

The minimum tender condition is 66 2/3%.

How many shares have been tendered under guaranteed delivery?

Approximately 1,626,000 shares were tendered pursuant to guaranteed delivery procedures.