American Industrial Partners Extends SEACOR Tender Offer

Rhea-AI Summary

American Industrial Partners, through its affiliate Safari Merger Subsidiary, has announced that 65.66% of SEACOR Holdings Inc. (NYSE: CKH) shares have been tendered for its offer at $41.50 per share. The minimum tender condition is set at 66 2/3%, leading to an extension of the tender offer until April 7, 2021. As of April 6, 2021, 13,495,677 shares were validly tendered, with 12,766,684 through physical or book-entry delivery. SEACOR has consented to the extension, ensuring the merger agreement remains intact during this period.

Positive

• 65.66% of outstanding shares tendered indicates strong shareholder interest.
• Tender offer price of $41.50 per share represents a premium for investors.

Negative

• The tender offer has yet to meet the minimum condition of 66 2/3%, risking potential delays.
• The need for an extension may imply challenges in securing enough shares.

American Industrial Partners and its affiliate Safari Merger Subsidiary, Inc. (“Purchaser”) announced that 65.66% 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%. Accordingly, the tender offer has been extended until 5:00 p.m. on Wednesday, April 7, 2021.

American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that, as of 5:00 p.m. on April 6, 2021, a total of 13,495,677 shares, representing 65.66% of the outstanding shares, had been validly tendered. Of these shares, 12,766,684 shares, representing 62.11% of the outstanding shares, were tendered physically or by book-entry, and 728,993 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. SEACOR has provided its consent to the offer being extended through Wednesday, and SEACOR 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.

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.

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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 shares have been tendered as of April 6, 2021?

As of April 6, 2021, 65.66% of SEACOR shares had been tendered.

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

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

What is the minimum tender condition for the merger of CKH?

The minimum tender condition for the merger of SEACOR Holdings is 66 2/3%.

Until when has the tender offer for SEACOR been extended?

The tender offer for SEACOR has been extended until April 7, 2021.

What company is making the tender offer for CKH?

The tender offer for SEACOR Holdings is being made by American Industrial Partners through Safari Merger Subsidiary.