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

Rhea-AI Summary

American Industrial Partners' affiliate, Safari Merger Subsidiary, has reported a 59.05% tender rate for SEACOR Holdings Inc. (NYSE: CKH) shares, marking an increase from 54.5% the previous week. The tender offer's expiration is extended to March 31, 2021, with a minimum of 66 2/3% required to close the transaction. The end date for the merger agreement is April 5, 2021. Jason Perri noted strong support from SEACOR's board and stockholders, encouraging non-tendering shareholders to consider the offer’s premium.

Positive

• Tender offer achieved 59.05% of outstanding shares, up from 54.5% the prior week.
• Extension of tender offer provides more time for shareholders to participate.
• Support from SEACOR’s board reinforces confidence in the transaction.

Negative

• Still below the required 66 2/3% of shares for completion.
• Guaranteed delivery shares do not count towards the tender requirement.

American Industrial Partners and its affiliate Safari Merger Subsidiary, Inc. (“Purchaser”) announced that Purchaser’s tender offer for shares of SEACOR Holdings Inc. (NYSE: CKH) (“SEACOR”) has achieved 59.05% of the outstanding shares tendered, and Purchaser has extended the expiration date until 5:00 p.m. Eastern Time on Wednesday, March 31, 2021. The Merger Agreement requires that a minimum of 66 2/3% of the outstanding shares be tendered.

Purchaser is ready to close the transaction and, assuming that 66 2/3% of outstanding shares are tendered, expects that closing and payment for the shares will occur promptly after the new expiration. The End Date in the Merger Agreement is April 5, 2021, after which either party may terminate the agreement.

The 59.05% of the outstanding shares tendered is an increase from the 54.5% tendered the prior week. Jason Perri, a Partner at American Industrial Partners, commented “We have achieved nearly 60% of the outstanding shares tendered, and we continue to have good momentum. We appreciated the reaffirmation last week by SEACOR’s board of its support for the transaction and their recommendation that stockholders tender their shares. The transaction has already been supported by a healthy majority of the stockholders. Given the premium our price represents, we hope that those who have failed so far to tender will re-assess our offer.”

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 12,347,688 shares, representing approximately 59.05% of the outstanding shares, had been validly tendered. The amount tendered includes approximately 641,901 shares delivered pursuant to guaranteed delivery procedures.

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 current tender offer percentage for SEACOR Holdings Inc. (CKH)?

As of now, the tender offer for SEACOR Holdings Inc. has achieved 59.05% of outstanding shares.

When is the new expiration date for the SEACOR tender offer?

The new expiration date for the tender offer is March 31, 2021.

What is the minimum percentage of shares required to close the SEACOR merger?

A minimum of 66 2/3% of the outstanding shares must be tendered to close the merger.

What is the end date of the merger agreement for SEACOR Holdings Inc. (CKH)?

The end date of the merger agreement is April 5, 2021.

Are guaranteed delivery shares included in the tender offer percentage?

No, shares tendered by guaranteed delivery do not count towards the 66 2/3% minimum tender condition.