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

Rhea-AI Summary

American Industrial Partners announced that its tender offer for shares of SEACOR Holdings (CKH) has achieved a significant 54.5% of outstanding shares tendered, up from 38% the previous week. The offer has been extended until March 26, 2021, to meet the required minimum of 66 2/3%. Jason Perri from American Industrial Partners indicated strong shareholder support. Approximately 11,389,689 shares have been validly tendered, including those under guaranteed delivery procedures, which do not count towards the minimum condition.

Positive

• 54.5% of outstanding shares have been tendered, an increase from 38% last week.
• Strong momentum indicated by majority shareholder support for the transaction.

Negative

• The tender offer is still short of the required 66 2/3% minimum tender condition.

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 54.5% of the outstanding shares tendered, and Purchaser has extended the expiration date until 5:00 p.m. Eastern Time on Friday, March 26, 2021. The Merger Agreement requires that a minimum of 66 2/3% of the outstanding shares be tendered, and the extension is to allow additional time to meet this minimum tender condition.

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 54.5% of the outstanding shares tendered is a significant increase from the 38% tendered the prior week. Jason Perri, a Partner at American Industrial Partners, commented “It’s clear that a majority of stockholders support this transaction, and we think we have good momentum to finally get to a closing.”

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 11,389,689 shares, representing approximately 54.5% of the outstanding shares, had been validly tendered. The amount tendered includes approximately 480,639 shares delivered pursuant to guaranteed delivery procedures.

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 current percentage of shares tendered for SEACOR Holdings (CKH)?

As of now, 54.5% of the outstanding shares have been tendered.

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

The expiration date for the tender offer has been extended to March 26, 2021.

What minimum percentage of shares is required to close the tender offer for SEACOR Holdings (CKH)?

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

How many shares have been tendered in the SEACOR Holdings (CKH) offer?

Approximately 11,389,689 shares, representing 54.5% of outstanding shares, have been tendered.