CKH Seacor Holdings 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. 18)

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

notices@americanindustrial.com

(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

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

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

This Amendment No. 18 (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)(G), 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 Item 11 of the Schedule TO: “On April 11, 2021, SEACOR, Parent and Purchaser entered into the First Amendment to the Agreement and Plan of Merger, which is attached hereto as Exhibit (d)(6) and incorporated herein by reference.”

The following paragraph is added to Items 1, 4 and 11 of the Schedule TO: “On April 12, 2021, Purchaser extended the expiration of the Offer until 5:00 p.m., Eastern Time, on April 14, 2021. The Depository has indicated that, as of 5:00 p.m. Eastern Time on April 9, 2021, a total of 14,428,458 Shares, representing 70.2% of the outstanding Shares, had been tendered. Of these Shares, 12,857,350 Shares, representing 62.6% of the outstanding Shares, were tendered physically or by book-entry, and 1,571,108 shares, representing 7.6% 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 Wednesday, April 14, 2021 in order for the requisite number of these tendered Shares to be delivered either physically or by book entry, and SEACOR and Purchaser have agreed to extend the End Date under the Merger Agreement to Friday, April 16, 2021. In connection with these actions, Purchaser has agreed to pay SEACOR, on each day on which it announces an extension of the Offer following April 11, 2021, an extension fee of $1,250,000 per each calendar day of the extension of the Offer 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). The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(Q) 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:

“After commencement of the Offer and in consultation with SEACOR, Purchaser extended the Offer through multiple extensions until April 9, 2021 to allow shareholders additional time to tender their Shares and to reach the Minimum Tender Condition. SEACOR provided Purchaser with its consent for the extensions after April 5, 2021 until April 9, 2021.

From the evening of April 9, 2021 through April 11, 2021, AIP, Ropes & Gray, Milbank and SEACOR had discussions regarding the best approach to take in order to close the Offer and Merger. Following these discussions, in order to achieve these objectives, AIP and SEACOR agreed (i) to extend the Expiration Date to April 14, 2021, (ii) to extend the End Date to April 16, 2021, (iii) to remove the ability to tender shares through guaranteed delivery procedures and (iv) for Purchaser to pay SEACOR an extension fee of $1,250,000 per each calendar day of the extension of the Offer from the last scheduled extension of April 9, 2021. During this period, Milbank and Ropes & Gray exchanged drafts of the First Amendment to the Merger Agreement and an Affirmation of Limited Guarantee. Parent also provided to Milbank, and Milbank reviewed, Parent’s amended and restated Debt Commitment Letters, which extended the commitment, among other things. Parent, Purchaser and SEACOR signed the First Amendment to the Merger Agreement and Affirmation of Limited Guarantee on April 11, 2021. Early in the morning of April 12, 2021, and prior to the opening of the U.S. stock markets, AIP, Purchaser and SEACOR issued a joint press release publicly disclosing entry into the First Amendment to the Merger Agreement and the extension of the Offer.”

“Amendment to Merger Agreement. SEACOR, Parent and Purchaser entered into that certain First Amendment to the Agreement and Plan of Merger on April 11, 2021 (the “Merger Agreement Amendment”). The following summary of certain provisions of the Merger Agreement Amendment are qualified by reference to the Merger Agreement Amendment itself, which is incorporated herein by reference. We have filed a copy of the Merger Agreement Amendment as Exhibit (d)(6). The Merger Agreement Amendment provides that: (i) the End Date was amended to be April 16, 2021 and (ii) that Purchaser will, on each day on which it announces an extension of the Offer following April 11, 2021, pay to the Company by wire transfer of immediately available funds, an extension fee of $1,250,000 per each calendar day of the extension of the Offer from the last scheduled extension of April 9, 2021 (for a total amount of $8,750,000 if the Offer is extended through the End Date).”

“Parent entered into an amended and restated Debt Commitment Letter (“A&R Debt Commitment Letter”) on April 11, 2021. The following summary of certain provisions of the A&R Debt Commitment Letter are qualified by reference to the A&R Debt Commitment Letter itself, which is incorporated herein by reference. We have filed a copy of the A&R Debt Commitment Letter as Exhibit (d)(8). The A&R Debt Commitment Letter amends the Debt Commitment Letter as set forth below:

(i) the commitment amount under the Term Loan Facility was increased from $395.60 million to $415.60 million;

(ii) the Term Loan Facility’s incremental basket was reduced by $20 million in connection with the commitment increase described in clause (i) above;

(iii) the proceeds of the ABL Facility can be used to pay for up to $5 million of the equity purchase price or extension fees; and

(iv) the expiration date for the commitments was amended to be April 27, 2021, instead of five business days after the End Date.”

ITEM 12. EXHIBITS.

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

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

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 12, 2021