SEACOR HOLDINGS INC. ANNOUNCES FUNDAMENTAL CHANGE PURCHASE OFFER TO PURCHASE ITS 2.50% CONVERTIBLE SENIOR NOTES DUE 2027 3.25% CONVERTIBLE SENIOR NOTES DUE 2030
FORT LAUDERDALE, Fla., April 15, 2021 (GLOBE NEWSWIRE) -- SEACOR Holdings Inc. (“SEACOR” or the “Company”), today announced that, in connection with the completion of the merger between Safari Merger Subsidiary, Inc., a Delaware corporation (“Merger Sub”) and the Company, with the Company emerging as the surviving corporation (the “Merger”), the Company has commenced a Fundamental Change Purchase Offer (the “Fundamental Change Purchase Offer”), at the option of each holder, any and all of its outstanding 2.50% Convertible Senior Notes due 2027 (the “2027 Notes”) and any and all of its outstanding 3.25% Convertible Senior Notes due 2030 (the “2030 Notes”, and together with the 2027 Notes, collectively and individually, the “Notes”). On April 15, 2021, pursuant to the terms and conditions of a definitive merger agreement among Safari Parent, Inc., a Delaware corporation, Merger Sub, and the Company, Merger Sub completed the tender offer for all of the outstanding shares of common stock of the Company and consummated the Merger, and the common stock of the Company ceased trading on the New York Stock Exchange. As a result, a Fundamental Change (as defined in the indenture governing the 2027 Notes (the “2027 Indenture”) or the indenture governing the 2030 Notes (the “2030 Indenture”, and together with the 2027 Indenture, collectively, the “Indentures”, and each, an “Indenture”, as applicable) and a Make-Whole Fundamental Change (as defined in the respective Indenture) occurred, triggering the Company’s obligation to commence the Fundamental Change Purchase Offer and the conversion rights described below.
Pursuant to the terms of the respective Indenture, each holder of the Notes (the “Holder”) has the right (the “Fundamental Change Purchase Right”), at the Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion thereof such that the remaining principal amount thereof that is not purchased in full is equal to $1,000 or an integral multiple of $1,000, on May 17, 2021 (the “Fundamental Change Purchase Date”). The purchase price to be paid by the Company for Notes validly surrendered and not validly withdrawn is equal to 100% of the principal amount of the Notes to be purchased, plus, in the case of the 2027 Notes, accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Purchase Date. The amount payable on the 2027 Notes, including accrued and unpaid interest, will be $1,010.56, per $1,000 principal amount of 2027 Notes validly surrendered and not validly withdrawn. The amount payable on the 2030 Notes, including accrued and unpaid interest, will be $1,000.18, per $1,000 principal amount of 2030 Notes validly surrendered and not validly withdrawn.
Holders may exercise their Fundamental Change Purchase Right by surrendering its notes for repurchase by book-entry transfer, in compliance with the Applicable Procedures and any other requirements of The Depositary Trust Company’s (“DTC”), in connection with tendering beneficial interests in a Global Note for purchase, at any time on or before 5:00 p.m., New York City time, on May 14, 2021 (the “Fundamental Change Expiration Time”).
Any Holder may withdraw its submission of a Fundamental Change Purchase Notice with respect to any Notes, in whole or in part, by delivering a written notice of withdrawal in accordance with DTC’s applicable procedures to the Paying Agent at any time prior to the Fundamental Change Expiration Time.
In addition, the Company has also announced that, pursuant to the terms of the respective Indenture, the Notes are convertible, at the option of the Holder, at any time until 5:00 p.m., New York City time, on May 14, 2021 (the “Conversion Period”). The Company’s conversion obligation with respect to Notes that are converted prior to the end of the Conversion Period will be fixed at an amount in cash equal to $790.08, per $1,000 principal amount of the 2027 Notes validly surrendered for conversion, and $547.47, per $1,000 principal amount of the 2030 Notes validly surrendered for conversion. The right of Holders to convert their Notes is separate from the Fundamental Change Purchase Right. If a Holder surrenders their notes for repurchase by book-entry transfer through DTC, such Holder may not surrender such Notes for conversion unless the holder withdraws such book-entry transfer by delivering a written notice of withdrawal in accordance with DTC’s Applicable Procedures to the Paying Agent prior to the Fundamental Change Expiration Time. The value that a Holder will receive if such Holder converts the Notes prior to the end of the Conversion Period is substantially less than the value that such Holder will receive if such Holder validly exercises the Fundamental Change Purchase Right.
Holders should review the Fundamental Change Company Notice, Notice of Effective Date of Make-Whole Fundamental Change, Notice of Holders’ Right to Convert and Notice of Entry into Supplemental Indenture, as delivered to the Holders on April 15, 2021 (the “Notice”), carefully and should consult with their own financial and tax advisors. None of the Company, Merger Sub, Parent or any of their respective affiliates, or any of its or their respective boards of directors, employees, advisors or representatives or Wells Fargo Bank, National Association, in its capacity as trustee, paying agent or conversion agent with respect to the Notes, is making any representation or recommendation to any Holder as to whether or not to surrender or convert that Holder’s Notes.
The Trustee, Paying Agent and Conversion Agent is:
Wells Fargo Bank, National Association
600 South 4th Street, 7th Floor
MAC N9300-070
Minneapolis, MN 5415
Attn: SEACOR Holdings Inc. Account Manager
Phone: (800) 344-5128
Email (for Trustee and Paying Agent): bondholdercommunications@wellsfargo.com
Email (for Conversion Agent): cmesconversions@wellsfargo.com
Any questions or requests for assistance in connection with the Fundamental Change Purchase Offer or conversion of the Notes may be directed to Wells Fargo Bank, National Association or the Company. The Notice is being sent by (or on behalf of) the Company to DTC as sole record owner of the Notes.
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. SEACOR is publicly traded on the New York Stock Exchange under the symbol CKH.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE NOTES NOR IS IT A SUBSTITUTE FOR ANY CONVERTIBLE NOTES PURCHASE MATERIALS THAT THE COMPANY WILL FILE WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISION (THE “SEC”). THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE CONVERTIBLE NOTES PURCHASE OFFER MATERIALS (INCLUDING THE FUNDAMENTAL CHANGE COMPANY NOTICE, NOTICE OF EFFECTIVE DATE OF MAKE-WHOLE FUNDAMENTAL CHANGE, NOTICE OF HOLDERS’ RIGHT TO CONVERT AND NOTICE OF ENTRY INTO A SUPPLEMENTAL INDENTURE AND CERTAIN OTHER DOCUMENTS) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE CONVERTIBLE NOTES PURCHASE OFFER. THE FUNDAMENTAL CHANGE COMPANY NOTICE, NOTICE OF EFFECTIVE DATE OF MAKE-WHOLE FUNDAMENTAL CHANGE, NOTICE OF HOLDERS’ RIGHT TO CONVERT AND NOTICE OF ENTRY INTO A SUPPLEMENTAL INDENTURE WILL BE SENT TO ALL STOCKHOLDERS OF THE COMPANY AT NO EXPENSE TO THEM.
Certain statements discussed in this release as well as in other reports, materials and oral statements that the Company releases from time to time to the public 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. 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 the Company. 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 risks relating to weakening demand for the Company’s services as a result of unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters or failures to finalize commitments to charter vessels, increased government legislation and regulation of the Company’s businesses that could increase the cost of operations, increased competition if the Jones Act is repealed, liability, legal fees and costs in connection with the provision of emergency response services, decreased demand for the Company’s services as a result of declines in the global economy, declines in valuations in the global financial markets and a lack of liquidity in the credit sectors, including, interest rate fluctuations, availability of credit, inflation rates, change in laws, trade barriers, commodity prices and currency exchange fluctuations, activity in foreign countries and changes in foreign political, military and economic conditions, changes in foreign and domestic oil and gas exploration and production activity, safety record requirements related to Ocean Transportation & Logistics Services, decreased demand for Ocean Transportation & Logistics Services due to construction of additional refined petroleum product, natural gas or crude oil pipelines or due to decreased demand for refined petroleum products, crude oil or chemical products or a change in existing methods of delivery, compliance with U.S. and foreign government laws and regulations, including environmental laws and regulations and economic sanctions, the dependence of Ocean Transportation & Logistics Services and Inland Transportation & Logistics Services on several key customers, consolidation of the Company’s customer base, the ongoing need to replace aging vessels, industry fleet capacity, restrictions imposed by the Shipping Acts on the amount of foreign ownership of the Company’s Common Stock, operational risks of Ocean Transportation & Logistics Services and Inland Transportation & Logistics Services, effects of adverse weather conditions and seasonality, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, the effect of international economic and political factors on Inland Transportation & Logistics Services’ operations, the ability to realize anticipated benefits from acquisitions and other strategic transactions, adequacy of insurance coverage, the attraction and retention of qualified personnel by the Company, changes in U.S. and international trade policies and various other matters and factors, many of which are beyond the Company’s control as well as those discussed in Item 1A. (Risk Factors) of the Company’s Annual report on Form 10-K and other reports filed by the Company with the Securities and Exchange Commission (“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 risk 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. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’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 the Company 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).
For additional information, contact Investor Relations at Communications@seacorholdings.com or (954) 523-2200 or visit SEACOR’s website at www.seacorholdings.com.
