American Industrial Partners Announces Extension of SEACOR Holdings Inc. Tender Offer

Rhea-AI Summary

American Industrial Partners has extended its cash tender offer for SEACOR Holdings Inc. (NYSE: CKH) shares until 5:00 p.m. ET on March 19, 2021. The offer price is set at $41.50 per share. This extension aims to meet the minimum tender condition of at least 66 2/3% of outstanding shares. As of March 12, 2021, approximately 7,955,148 shares, or 38.05%, had been tendered. The transaction is expected to close soon after the new expiration date if the minimum condition is met.

Positive

• Tender offer extended, allowing more time to meet minimum tender condition of 66 2/3%.
• As of March 12, 7,955,148 shares (38.05%) tendered, showing good momentum for the transaction.

Negative

• Less than the required 66 2/3% of shares have been tendered, indicating potential challenges in meeting the minimum condition.

American Industrial Partners has announced that Safari Merger Subsidiary, Inc. (“Purchaser”), an affiliate of American Industrial Partners, has extended until 5:00 p.m. Eastern Time on Friday, March 19, 2021 the expiration time for its previously announced cash tender offer to purchase all of the outstanding shares of common stock (the “Shares”) of SEACOR Holdings Inc. (NYSE: CKH) (“SEACOR”) at a price of $41.50 per share.

The tender offer, which was previously scheduled to expire at 5:00 p.m., Eastern Time, on March 12, 2021, was extended to allow additional time to meet the minimum tender condition that shares actually delivered (excluding shares tendered pursuant to guaranteed delivery procedures) represent at least 66 2/3% of all outstanding Shares.

Purchaser is ready to close the transaction and, assuming that 66 2/3% of outstanding Shares are tendered, Purchaser expects that closing and payment for the Shares will occur promptly after the expiration date of March 19, 2021.

American Industrial Partners and Purchaser are pleased with the significantly increased number of Shares that were tendered as of last Friday, March 12, 2021, providing good momentum to reach the minimum tender condition and close the transaction.

American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that, as of the prior expiration time, a total of approximately 7,955,148 Shares, representing approximately 38.05% of the outstanding Shares, had been validly tendered. The amount tendered includes approximately 3,445,517 Shares delivered pursuant to guaranteed delivery procedures that had been validly tendered pursuant to the tender offer.

Shareholders are reminded that Shares tendered by guaranteed delivery do not count toward achieving the 66 2/3% minimum tender condition. Shareholders who have already tendered their Shares do not have to re-tender their Shares or take any other action as a result of the extension of the tender offer.

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 is the new expiration date for the tender offer of SEACOR Holdings (CKH)?

The new expiration date for the tender offer is 5:00 p.m. ET on March 19, 2021.

What is the cash offer price for SEACOR Holdings (CKH) shares?

The cash offer price for SEACOR Holdings shares is $41.50 per share.

How many shares have been tendered for SEACOR Holdings (CKH) as of March 12, 2021?

As of March 12, 2021, approximately 7,955,148 shares, or 38.05%, had been validly tendered.

What is the minimum tender condition for the SEACOR Holdings (CKH) tender offer?

The minimum tender condition is 66 2/3% of all outstanding shares.

What happens if the minimum tender condition is met by the new expiration date for SEACOR Holdings (CKH)?

If the minimum tender condition is met, closing and payment for the shares are expected to occur promptly after March 19, 2021.