CKH Seacor Holdings Inc

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.

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

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.

The Expiration Date is amended to be January 21, 2021. As a result, the Offer to Purchase is hereby amended by replacing all references to January 20, 2021 with January 21, 2021.

“Section 13 - Conditions of the Offer” is hereby amended and supplemented as follows:

The following sentence is hereby deleted: “The foregoing conditions (the “Offer Conditions”) shall be in addition to, and not a limitation of, the rights of Parent and Purchaser to extend, terminate or modify the Offer pursuant to the terms of the Merger Agreement.”

The following sentence is added as the first sentence in the paragraph under item h: “The foregoing conditions are herein referred to as the “Offer Conditions.””

The penultimate sentence in the last paragraph is revised as follows: “The foregoing conditions are for the sole benefit of Parent and Purchaser, may be asserted by Parent or Purchaser regardless of the circumstances giving rise to any such conditions and (except for the Minimum Tender Condition) may be waived by Parent and Purchaser, in whole or in part, at any time and from time to time.”

The following is added as the last sentence to the last paragraph: “Parent and Purchaser will promptly provide public disclosure to the shareholders of SEACOR if at any time Parent or Purchaser believes that a material Offer Condition will not be met on the Expiration Date, and whether Parent and Purchaser intend to waive such condition or terminate the Offer.”

“Section 15 – Certain Legal Matters; Regulatory Approvals” is hereby amended and supplemented as follows:

The second paragraph under the subsection titled “Antitrust” is deleted and replaced with the following: “On December 18, 2020, each of Parent and SEACOR filed a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer. The required waiting period with respect to the Offer expired in the ordinary course at 11:59 p.m., Eastern Time on January 4, 2021. Accordingly, the condition to the Offer requiring that the waiting period applicable to the Offer under the HSR Act shall have expired or been terminated has been satisfied. The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase.”

The following is added as the third paragraph under the subsection titled “Legal Proceedings Relating to the Tender Offer”: “On December 29, 2020, a complaint was filed in the United States District Court for the Southern District of New York by a purported stockholder of SEACOR regarding the Merger. The complaint, filed on an individual basis by the plaintiff, is captioned Sherman v. SEACOR Holdings Inc., et al., Case No. 1:20-cv-11020 (the “Sherman Complaint”). The Sherman Complaint names as defendants SEACOR and each member of the SEACOR Board. The Sherman Complaint alleges violations of Sections 14(e) and 14(d) of the Exchange Act and 15 U.S.C. §§ 78n(d)(4), 78n(e), 78t(a) and U.S. Securities and Exchange Commission Rule 14D-9, 17 C.F.R. §240.14d-9(d) against all defendants and alleges violations of Section 20(a) of the Exchange Act against the individual defendants. The Sherman Complaint contends that the Schedule 14D-9 filed on December 18, 2020 was materially incomplete and contained misleading information. The Sherman Complaint seeks: (i) injunctive relief preventing the consummation of the Merger; (ii) if the Merger closes, rescission of the Merger Agreement or an award of rescissory damages; (iii) an award to the plaintiff for costs and disbursements, including reasonable attorneys’ and experts’ fees and expenses; and (iv) such other equitable relief as the court may deem just and proper.”

EXHIBITS.

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