UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

~~________________________~~SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2021~~

~~________________________~~of the Securities Exchange Act of 1934

~~SEACOR~~Date ~~Holdings~~of ~~Inc.~~ Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inApril 15, ~~its charter)~~2021

~~________________________~~ SEACOR Holdings Inc.

~~Delaware~~ (~~State~~Exact orname ~~Other Jurisdiction~~ of ~~Incorporation)~~registrant ~~1-12289~~as ~~(Commission~~specified ~~File~~in ~~Number)~~its ~~13-3542736 (I.R.S. Employer Identification No.~~charter)

2200 Eller Drive Fort Lauderdale, Florida, 33316 (Address of Principal Executive Offices) (Zip Code) (954) 523-2200 (Registrant’s telephone number, including area code)

Delaware

1-12289

13-3542736

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

~~Not~~2200 ~~Applicable (Former~~Eller ~~name or former address, if changed since last report)~~Drive

~~________________________~~Fort Lauderdale, Florida, 33316

(Address of Principal Executive Offices) (Zip Code)

(954) 523-2200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $0.01 par value

CKH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

As previously disclosed in the Current Report on Form 8-K filed by SEACOR Holdings Inc., a Delaware corporation (the “Company” ~~or “SEACOR”~~), on December 7, 2020 with the Securities and Exchange Commission (the “SEC”), ~~SEACOR~~the Company entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”) on December 4, 2020, among Safari Parent, Inc., a Delaware corporation (“Parent”), Safari Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ~~SEACOR~~the Company. Pursuant to the Merger Agreement, on December 18, 2020, Merger Sub commenced a tender offer (“Offer”) to purchase all of the outstanding shares of the common stock, par value $0.~~001~~01 per share, of the Company (“Shares”), at a price of $41.50 per Share, net to the holder in cash, without interest, (the “Offer Price”) and subject to any applicable withholding of taxes in accordance with the terms of the Merger Agreement. Merger Sub filed a Tender Offer Statement on Schedule TO (as it may be amended or supplemented from time to time, the “Schedule TO”) with the SEC on December 18, 2020. On April 15, 2021, both the Offer and the Merger (as defined below) closed.

Item 1.0102. ~~Entry~~ ~~into~~Termination of a Material Definitive Agreement.

OnCredit ~~April~~Facilities 11, 2021, SEACOR entered into the First Amendment to the Agreement and Plan of Merger (the “Merger Agreement Amendment”), among Parent, Merger Sub and SEACOR. Pursuant to the Merger Agreement Amendment, and upon the terms and subject to the conditions thereof, the parties thereto agreed (i) to extend the End Date (as defined in the Merger Agreement) from April 5, 2021 to April 16, 2021 and (ii) for Merger Sub to pay SEACOR an extension fee of $1,250,000 per each calendar day that the Offer is extended from the last scheduled extension of April 9, 2021, for a total amount of $8,750,000 if the Offer is extended through April 16, 2021.

~~Cautionary~~On ~~Note~~April 15, ~~Regarding~~2021, ~~Forward~~the ~~Looking~~Company ~~Statements~~terminated its (i) Credit Agreement, dated as of March 19, 2019, by and among the Company, as Borrower, the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Security Trustee for the Lenders, and JPMorgan Chase Bank, N.A., as issuing bank of the Letters of Credit thereunder and (ii) that Amended and Restated Certain Credit Agreement, dated as of December 20, 2019, by and among SEA-Vista I LLC, as Borrower, the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Swingline Lender, JPMorgan Chase Bank, N.A., as Administrative Agent and Security Trustee for the Lenders, and JPMorgan Chase Bank, N.A., as issuing bank of the Letters of Credit thereunder, each as may be further amended in accordance with its terms, following the repayment of all amounts outstanding thereunder. The Company previously filed the Credit Agreements as Exhibits 10.16 and 10.22 to its Annual Report on Form 10-K for the period ended December 31, 2019.

~~This~~Mortgage Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements discussed in this communication as well as in other reports, materials and oral statements that SEACOR releases from time to time constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements, including statements about the potential benefits of the proposed transaction, the prospective performance and outlook of the surviving company’s business, performance and opportunities, the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by management of SEACOR. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, including (i) uncertainties as to the timing and expected financing of the tender offer; (ii) the risk that the proposed transaction may not be completed, or if it is completed, that it will close in a timely manner; (iii) the possibility that competing offers or acquisition proposals for SEACOR will be made; (iv) uncertainty surrounding how many of the SEACOR’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived; (vi) the possibility of business disruptions due to transaction-related uncertainty and the response of business partners to the announcement, including customers; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) risks relating to the COVID-19 pandemic, including the volatility the pandemic has caused in the capital markets and the effects it has had and could continue to have on the global economy and (x) various other matters and factors discussed in Item 1A (Risk Factors) of SEACOR’s Annual report on Form 10-K and other reports filed by SEACOR with the SEC. It should be understood that it is not possible to predict or identify all such factors. Consequently, the preceding should not be considered to be a complete discussion of all potential risks or uncertainties. Given these factors, investors and analysts should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. SEACOR disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in SEACOR’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. It is advisable, however, to consult any further disclosures SEACOR makes on related subjects in its filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute SEACOR’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

On April 15, 2021, the Company terminated Mortgage and Security Agreement, dated as of March 21, 2016, by and among the C-Terms Partners (as defined in the Merger Agreement) and Valley National Bank, following the repayment of all amounts outstanding thereunder.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The Offer and withdrawal rights expired as scheduled at 5:00 p.m. Eastern Time on April 14, 2021. The Offer was not extended. The Offer was consummated and the Merger Sub accepted all of the Shares for payment. The Company has been advised that, as of the expiration of the Offer, 14,472,289 Shares, representing approximately 70.4% of the Shares issued and outstanding as of the expiration of the Offer, had been validly tendered and not validly withdrawn pursuant to the Offer. The number of Shares tendered satisfied the Minimum Condition (as defined in the Merger Agreement). As the Minimum Condition and each of the other conditions of the Offer were satisfied, Merger Sub accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer. Merger Sub is required to make prompt payment of the Offer Price for such Shares.

On April 15, 2021 (the “Closing Date”), pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), Merger Sub merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Upon completion of the Merger, the Company became an indirect wholly-owned subsidiary of Parent.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding Share not owned by Parent, Merger Sub or the Company as of the Effective Time (other than Cancelled Shares and Dissenting Shares (each as defined in the Merger Agreement)) was converted into the right to receive the Offer Price, in cash, without interest and subject to any withholding of tax in accordance with the Merger Agreement. The effect of the Merger on Company stock options and other equity-based awards is described on page

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~~Additional~~ 5-10 ~~Information~~of the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on December 18, 2020, as amended on December 21, 2020, December 29, 2020, January 11, 2021, January 19, 2021, January 22, 2021, February 5, 2021, February 16, 2021, February 19, 2021, February 22, 2021, March 1, 2021, March 8, 2021, March 15, 2021, March 22, 2021, March 25, 2021, March 29, 2021, April 1, 2021, April 6, 2021, April 7, 2021, April 8, 2021, April 12, 2021 and ~~Where~~April 15, to2021 ~~Find~~which Itdescription is incorporated herein by reference.

The ~~tender~~foregoing ~~offer~~summary ~~described~~description inof ~~this~~the ~~Current~~Merger ~~Report~~Agreement ondoes ~~Form~~not ~~8-K~~purport isto ~~for~~be ~~informational~~complete ~~purposes only~~ and is ~~neither~~subject ~~an offer~~ to ~~purchase nor a solicitation of an offer to sell shares of SEACOR~~, ~~nor~~and isqualified itin aits ~~substitute~~entirety ~~for any tender offer materials that Parent~~by, ~~Merger Sub or SEACOR have filed with~~ the ~~SEC.~~full Atext ~~solicitation and an offer to buy shares~~ of ~~SEACOR is made only pursuant to~~ the ~~offer~~Merger toAgreement, ~~purchase~~which ~~and~~was ~~related materials that Parent~~ filed ~~with the SEC on December 18, 2020~~ as ~~subsequently supplemented and amended~~Exhibit 2.1 ~~SEACOR~~to ~~filed~~the aCurrent ~~Solicitation/Recommendation~~Report ~~Statement~~ on ~~Schedule 14D~~ Form 8-9K filed by ~~with~~ the ~~SEC~~Company with ~~respect to~~ the ~~tender~~SEC ~~offer~~ on December 18 7, 2020, which has been subsequently amended. 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 are available from SEACOR upon request, by mail to SEACOR Holdings Inc., 2200 Eller Drive, 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, which is ~~named~~incorporated inherein ~~the Tender Offer Statement. Copies of the documents filed with the SEC~~ by ~~SEACOR are available free of charge under the “Investors” section of SEACOR’s internet website at seacorholdings~~reference.~~com.~~

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~April~~the 12Closing Date, ~~2021~~in connection with the consummation of the Merger, ~~SEACOR~~Parent and ~~Parent~~the ~~issued~~Company a(i) notified ~~joint~~the ~~press~~New ~~release~~York ~~announcing~~Stock ~~their~~Exchange ~~entry~~(“NYSE”) ~~into~~that the Merger ~~Agreement~~had ~~Amendment~~been consummated, and (ii) requested that NYSE (x) halt trading in the Shares for April 16, 2021 and suspend trading of the Shares effective April 16, 2021 and (y) filed with the SEC a ~~copy~~Form 25 Notification of ~~which~~Removal isfrom ~~attached~~Listing asand/or ~~Exhibit~~Registration 99to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”).1 The Company intends to ~~this~~file ~~Current~~with ~~Report~~the SEC a certification on Form 15 ~~8-K~~under the Exchange Act, requesting the deregistration of the Shares and ~~incorporated~~the bysuspension ~~reference~~of ~~herein~~the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 93.0103. ~~Financial~~Material ~~Statements~~Modification ~~and~~to ~~Exhibits~~Rights of Security Holders.

~~(d)~~The ~~Exhibits~~information set forth under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Exhibit No.	Exhibit
2.1	First Amendment to the Agreement and Plan of Merger, dated April 11, 2021, among SEACOR Holdings Inc., Safari Parent, Inc. and Safari Merger Subsidiary, Inc.
99.1	Joint Press Release, dated April 12, 2021.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Item 5.01.

Changes in Control of Registrant.

As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on the Closing Date, a change in control of the Company occurred, and the Company now is an indirect wholly-owned subsidiary of Parent. The information set forth under the Introductory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Effective at the Effective Time, each of Charles Fabrikant, David R. Berz, Oivind Lorentzen, Christopher P. Papouras, David M. Schizer and Gail Harris resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof. Effective as of the Effective Time, Charles Fabrikant resigned as Chief Executive Officer of the Company and Eric Fabrikant resigned as Chief Operating Officer of the Company.

Following the closing of the Merger, Tim Horgan, Toni Rinnevaara, Jason Perri, Justin Fish and Eric Fabrikant were appointed as the directors of the Company’s Board of Directors and Eric Fabrikant was appointed as the Chief Executive Officer of the Company. Each other officer of the Company (other than as noted above) immediately prior to the effective time of the Merger will continue as an officer of the Company.

Information about Mr. Horgan, Mr. Rinnevaara, Mr. Perri, and Mr. Fish is contained in the Offer to Purchase, filed by AIPCF VII, LLC, American Industrial Capital Partners Fund VII, L.P., Parent and Merger Sub as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on December 18, 2020, which information is incorporated herein by reference.

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Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. Copies of the Company’s amended and restated certificate of incorporation and the Company’s amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which are incorporated herein by reference.

Item 8.01.

Other Events.

On April 15, 2021, American Industrial Partners and the Company issued two press releases relating to the expiration of the Offer and the consummation of the Merger. A copy of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are incorporated herein by reference.

Item 9.01.

Exhibits.


2.1		Agreement and Plan of Merger, dated December 4, 2020, among SEACOR Holdings Inc., Safari Parent, Inc. and Safari Merger Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC by SEACOR Holdings Inc. on December 7, 2020)

3.1		Amended and Restated Certificate of Incorporation of SEACOR Holdings Inc.

3.2		Amended and Restated By-Laws of SEACOR Holdings Inc.

99.1		Joint Press Release issued by American Industrial Partners, Safari Merger Subsidiary, Inc. and SEACOR Holdings Inc., dated April 15, 2021.

99.2		Joint Press Release issued by American Industrial Partners and SEACOR Holdings Inc., dated April 15, 2021.

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~SEACOR HOLDINGS INC.~~		SEACOR HOLDINGS INC.
Date: April 15, 2021	By:	/s/ William C. Long
Date: April 16, 2021			By:	/s/ William C. Long
		Name: William C. Long
			Name:	William C. Long
		Title: Executive Vice President, Chief Legal Officer and Corporate Secretary
			Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

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