Form SC TO-T/A SEACOR HOLDINGS INC /NEW Filed by: Safari Merger Subsidiary, Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 17)

 

 

SEACOR HOLDINGS INC.

(Name of Subject Company (Issuer))

SAFARI MERGER SUBSIDIARY, INC.

(Names of Filing Persons (Offeror))

a wholly owned subsidiary of

SAFARI PARENT, INC.

(Names of Filing Persons (Parent of Offeror))

AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND VII, L.P.

AIPCF VII, LLC

(Names of Filing Persons (Other Persons))

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

811904101

(CUSIP Number of Class of Securities)

c/o American Industrial Partners

Jason Perri

450 Lexington Avenue, 40th Floor

New York, NY, 10017

[email protected]

(212) 916-8171

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Daniel S. Evans

Ropes & Gray LLP

1211 Avenue of Americas

New York, NY 10036

(212) 596-9000

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$849,496,422.62		$92,680.06

 

*

Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated as the sum of (i) 20,372,799 outstanding shares of common stock, par value $0.01 per share (the “Shares”), of SEACOR Holdings Inc. (“SEACOR”) multiplied by $41.50, and (ii) 1,600,613 Shares issuable pursuant to outstanding “in-the-money” stock options multiplied by an amount equal to $41.50 minus the exercise price for such options. The calculation of the filing fee is based on information provided by SEACOR as of December 16, 2020.

 

**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2021 beginning on October 1, 2020, issued August 26, 2020, by multiplying the transaction value by 0.00010910.

 

☒	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $92,680.06		Filing Party: Safari Merger Subsidiary, Inc.
Form or Registration No.: Schedule TO		Date Filed: December 18, 2020

 

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

☒	third-party tender offer subject to Rule 14d-1.

☐	issuer tender offer subject to Rule 13e-4.

☐	going-private transaction subject to Rule 13e-3.

☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.   ☐

 

 

 

This Amendment No. 17 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Safari Merger Subsidiary, Inc., a Delaware corporation (“Purchaser”), Safari Parent, Inc., a Delaware corporation (“Parent”), American Industrial Partners Capital Fund VII, L.P., a Delaware limited partnership (“AIP Fund VII”) and AIPCF VII, LLC, a Delaware limited liability company and the general partner of AIP Fund VII, with the U.S. Securities and Exchange Commission on December 18, 2020 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser, a wholly owned subsidiary of Parent which is controlled by affiliates of AIP Fund VII, to purchase all outstanding shares of common stock, $0.01 par value per share (“Shares”), of SEACOR Holdings Inc., a Delaware corporation (“SEACOR”), at a price of $41.50 per Share, net to the holder in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated December 18, 2020 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment is being filed on behalf of AIPCF VII, LLC, AIP Fund VII, Parent and Purchaser. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Items 1 through 9 and Item 11.

Schedule TO

The following paragraph is added to Items 1, 4 and 11 of the Schedule TO: “On April 8, 2021, Purchaser extended the expiration of the Offer until 5:00 p.m., Eastern Time, on April 9, 2021. The Depository has indicated that, as of 5:00 p.m. Eastern Time on April 7, 2021, a total of 13,902,313 Shares, representing 67.64% of the outstanding Shares, had been validly tendered. Of these Shares, 12,276,599 Shares, representing 59.73% of the outstanding Shares, were tendered physically or by book-entry, and 1,625,714 Shares were tendered pursuant to guaranteed delivery procedures, and the actual delivery of Shares in excess of the minimum tender condition is required in order for Purchaser to accept for payment all Shares tendered. Accordingly, the Offer has been extended until 5:00 p.m. on Friday, April 9, 2021 in order for the requisite number of these tendered Shares to be delivered either physically or by book entry. The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(P) and incorporated herein by reference.”

Offer to Purchase

The information set forth in the Offer to Purchase set forth below and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

 

•

The Offer is extended to, and will expire, at 5:00 p.m., Eastern Time, on April 9, 2021. As a result, the Offer to Purchase (Exhibit (a)(1)(A)), Form of Letter of Transmittal (Exhibit (a)(1)(B)), Form of Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)), Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) and Form of Summary Advertisement (Exhibit (a)(1)(F)) are hereby amended by replacing all references to “5:00 p.m., Eastern Time, on April 7, 2021” with “5:00 p.m., Eastern Time, on April 9, 2021”.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended by adding the following exhibit:

Index No.

 

 

(a)(5)(P)		Press Release issued by American Industrial Partners on April 8, 2021.

Index No.
(a)(1)(A)		*		Offer to Purchase, dated as of December 18, 2020.
(a)(1)(B)		*		Form of Letter of Transmittal.
(a)(1)(C)		*		Form of Notice of Guaranteed Delivery.
(a)(1)(D)		*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)		*		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)		*		Form of Summary Advertisement, published December 18, 2020 in The Wall Street Journal.
(a)(5)(A)				Joint Press Release dated as of December 7, 2020, issued by SEACOR and Parent on December 7, 2020, incorporated herein by reference to Exhibit 99.1 to SEACOR’s Current Report on Form 8-K as filed with the United States Securities and Exchange Commission on December 7, 2020 (File No. 001—12289).
(a)(5)(B)		**		Press Release issued by American Industrial Partners on January 22, 2021.
(a)(5)(C)		**		Press Release issued by American Industrial Partners on February 5, 2021.
(a)(5)(D)		**		Press Release issued by American Industrial Partners on February 16, 2021.
(a)(5)(E)		**		Press Release issued by American Industrial Partners on February 22, 2021.
(a)(5)(F)		**		Press Release issued by American Industrial Partners on March 1, 2021.
(a)(5)(G)		**		Press Release issued by American Industrial Partners on March 8, 2021.
(a)(5)(H)		**		Press Release issued by American Industrial Partners on March 8, 2021.
(a)(5)(I)		**		Press Release issued by American Industrial Partners on March 15, 2021.
(a)(5)(J)		**		Press Release issued by American Industrial Partners on March 22, 2021.
(a)(5)(K)		**		Press Release issued by American Industrial Partners on March 29, 2021.
(a)(5)(L)		**		Press Release issued by SEACOR on March 25, 2021.
(a)(5)(M)		**		Press Release issued by American Industrial Partners on April 1, 2021.
(a)(5)(N)		**		Press Release issued by American Industrial Partners on April 6, 2021.
(a)(5)(O)		**		Press Release issued by American Industrial Partners on April 7, 2021.
(a)(5)(P)				Press Release issued by American Industrial Partners on April 8, 2021.
(d)(1)				Agreement and Plan of Merger, dated as of December 4, 2020, among SEACOR, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by SEACOR with the Securities and Exchange Commission on December 7, 2020).
(d)(2)				Non-Disclosure Agreement, dated as of August 7, 2020 by and between SEACOR and AIP, LLC (incorporated by reference to Exhibit (e)(2) to the Schedule 14D-9 filed by SEACOR with the Securities and Exchange Commission on December 18, 2020).
(d)(3)		*		Limited Guarantee, dated as of December 4, 2020, delivered by American Industrial Partners Capital Fund VII, L.P. in favor of SEACOR.
(d)(4)		*		Debt Commitment Letter, dated as of December 4, 2020, by and among HPS Investment Partners, LLC, Ally Bank and Parent.
(d)(5)		*		Equity Commitment Letter, dated as of December 4, 2020, from American Industrial Partners Capital Fund VII, L.P. to Parent.
(g)				Not applicable.
(h)				Not applicable.

 

*	Previously filed on December 18, 2020 as an exhibit to the Schedule TO.

 

**	Previously filed on January 22, 2021, February 5, 2021, February 16, 2021, February 22, 2021, March 1, 2021, March 8, 2021, March 15, 2021, March 22, 2021, March 29, 2021, April 1, 2021, April 6, 2021 or April 7, 2021 as an exhibit to the Schedule TO-T/A filed on such date.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 8, 2021

 

Exhibit (a)(5)(P)

AMERICAN INDUSTRIAL PARTNERS ANNOUNCES 67.64% OF SEACOR SHARES TENDERED

Transaction pending close upon receipt of shares tendered through guaranteed delivery

New York, NY, April 8, 2021. American Industrial Partners and its affiliate Safari Merger Subsidiary, Inc. (“Purchaser”) announced that 67.64% 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%. Approximately 1,626,000 shares have been tendered pursuant to guaranteed delivery procedures. The actual physical or book-entry delivery of shares in excess of the minimum tender condition is required in order for Purchaser to accept for payment all shares tendered. Accordingly, the tender offer has been extended until 5:00 p.m. on Friday, April 9, 2021 in order for the requisite number of these tendered shares to settle and be delivered either physically or by book entry.

This extension, beyond the End Date under the Merger Agreement, has been granted in coordination with the SEACOR board specifically to allow shares tendered by guaranteed delivery to be delivered physically or by book-entry, so that the minimum tender condition is met. Purchaser has not sought and SEACOR’s board has not consented to an extension beyond Friday, April 9, 2021.

American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that, as of 5:00 p.m. on April 7, 2021, a total of 13,902,313 shares, representing 67.64% of the outstanding shares, had been validly tendered. Of these shares, 12,276,599 shares, representing 59.73% of the outstanding shares, were tendered physically or by book-entry, and 1,625,714 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 guarantee obligations as soon as possible by delivering their shares physically or by book-entry. Shareholders should be aware that shares traded with T+2 settlement can not be tendered in a manner that meets the minimum tender threshold until two trading days after the trade and the success of the offer is dependent on sufficient shares being tendered physically or by book-entry.

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 within three (3) business days.

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.

Information Agent Contact

Michael Madalon

D.F. King & Co., Inc.

212-269-5732 / 917-294-9326

[email protected]

Investor Contact

Innisfree M&A Incorporated

Scott Winter / Jonathan Salzberger

212-750-5833

Media Contact

Stephen Pettibone / Mike DeGraff

Sard Verbinnen & Co.

[email protected]