SEACOR Holdings Inc. and American Industrial Partners Announce Closing of Tender Offer

Rhea-AI Summary

SEACOR Holdings Inc. (NYSE: CKH) has successfully completed its tender offer, with approximately 70.4% of outstanding shares tendered. The offer, initiated by American Industrial Partners, was set at $41.50 per share in cash and expired on April 14, 2021. Following this completion, Purchaser will merge with SEACOR, with each remaining share converting to $41.50 per share. As a result, SEACOR's common stock will cease to trade on the NYSE.

Positive

• 70.4% of outstanding shares tendered, indicating strong shareholder support for the acquisition.
• Shareholders not participating in the tender offer will receive $41.50 per share in cash post-merger.

Negative

• SEACOR’s common stock will cease trading on the NYSE, limiting liquidity for remaining shareholders.

SEACOR Holdings Inc. (NYSE: CKH) (“SEACOR”) and American Industrial Partners and its affiliate Safari Merger Subsidiary, Inc. (“Purchaser”) announced that Purchaser has successfully completed its tender offer for the outstanding shares of common stock of SEACOR and accepted for payment all shares validly tendered and not withdrawn as of the expiration time of the tender offer. 70.4% of outstanding shares were tendered into the offer. All of the shares tendered have been accepted for payment by Purchaser.

On December 4, 2020, SEACOR and American Industrial Partners announced that SEACOR and an affiliate of American Industrial Partners had entered into a definitive merger agreement. Pursuant to the merger agreement, Purchaser, a corporation controlled by affiliates of American Industrial Partners, commenced a tender offer on December 18, 2020 to acquire all outstanding shares of SEACOR at a price of $41.50 per share, net to the holder in cash. The tender offer expired at 5:00 p.m., Eastern Time, on April 14, 2021, and American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that a total of approximately 14,472,289 shares, representing approximately 70.4% of the outstanding shares, had been validly tendered pursuant to the offer.

Pursuant to the terms of the merger agreement, as soon as practicable following the consummation of the tender offer, Purchaser will be merged with and into SEACOR with SEACOR continuing as the surviving corporation. In the merger, each share not previously purchased in the tender offer that is outstanding immediately prior to the effective time (other than shares held by stockholders who properly exercised their appraisal rights under Delaware law) will be converted into the right to receive $41.50 per share, net to the seller in cash. As a result of the completion of the merger, SEACOR’s common stock will cease trading on The New York Stock Exchange.

Foros is acting as financial advisor to SEACOR. Milbank LLP is acting as legal advisor to SEACOR and Ropes & Gray LLP is acting as legal advisor to American Industrial Partners and Purchaser.

About SEACOR Holdings

SEACOR Holdings Inc. is a diversified holding company with interests in domestic and international transportation and logistics, crisis and emergency management, and clean fuel and power solutions.

About American Industrial Partners

American Industrial Partners is an operationally oriented private equity firm that invests 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 more than 100 transactions and currently has more than $8 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210415005581/en/

FAQ

What percentage of shares were tendered in SEACOR Holdings' merger offer?

Approximately 70.4% of shares were tendered in the merger offer.

What is the cash price offered per share in the SEACOR merger?

The cash price offered per share in the SEACOR merger is $41.50.

When did the tender offer for SEACOR Holdings expire?

The tender offer for SEACOR Holdings expired on April 14, 2021.

What will happen to SEACOR Holdings' common stock after the merger?

After the merger, SEACOR Holdings' common stock will cease trading on the NYSE.

Who is acquiring SEACOR Holdings?

SEACOR Holdings is being acquired by American Industrial Partners.