American Industrial Partners Capital Fund VII, L.P., a fund managed by AIP, LLC completed the acquisition of SEACOR Holdings Inc..
Following the closing of the transaction, Charles Fabrikant will step down from executive positions and Eric Fabrikant, SEACOR's current Chief Operating Officer, will assume the role of Chief Executive Officer. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least two-thirds of the total number of SEACOR's outstanding shares, the expiration or termination of the antitrust waiting period, compliance with the applicable requirements of the Securities Exchange Act of 1934 and New York Stock Exchange, the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and other customary conditions. The transaction is not subject to any financing condition. The agreement was approved by SEACOR's Board of Directors and they recommend that SEACOR stockholders to tender their shares in the offer. As of January 4, 2021, the required waiting period applicable to the offer under the HSR Act expired. As of January 7, 2021, the initial expiration date is amended to be January 21, 2021. As of January 11, 2021, advisory clients of T. Rowe Price, holding around 14.6% of the shares outstanding of SEACOR, have notified that they will not tender their shares. On February 12, 2021, was extended to allow additional time to meet the minimum tender condition that shares delivered (excluding shares tendered pursuant to guaranteed delivery procedures) represent at least 66 2/3% of all outstanding Shares. American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that, as of the prior expiration time, a total of approximately 1,924,112 Shares, representing approximately 9.23% of the outstanding Shares, had been validly tendered. The proposed transaction is expected to close by the end of the first quarter of 2021. As of January 22, 2021, American Industrial Partners has extended the offer until February 4, 2021. As of February 4, 2021, American Industrial Partners has extended the offer until February 12, 2021. As of February 16, 2021, American Industrial Partners has extended the offer until February 19, 2021. As of February 22, 2021, American Industrial Partners has extended the offer until February 26, 2021. As of March 1, 2021, American Industrial Partners has extended the offer until March 5, 2021. As of March 8, 2021, American Industrial Partners has extended the offer until March 12, 2021. As of March 15, 2021, American Industrial Partners has extended the offer until March 19, 2021. As of March 22, 2021, American Industrial Partners has extended the offer until March 26, 2021. As of March 29, 2021 American Industrial Partners has extended the offer until 5:00 p.m. Eastern Time on March 31, 2021. As of April 1, 2021 American Industrial Partners has extended the offer until 5:00 p.m. Eastern Time on April 5, 2021. As of April 6, 2021 American Industrial Partners has extended the offer until 5:00 p.m. Eastern Time on April 6, 2021. As of April 7, 2021, American Industrial Partners has extended the offer until 5:00 p.m. Eastern Time on April 7, 2021. As of April 8, 2021, American Industrial Partners has extended the offer until 5:00 p.m. on April 9, 2021. As of April 12, 2021, American Industrial Partners has extended the offer until 5:00 p.m. on April 14, 2021.
Foros Securities LLC acted as financial advisor and fairness opinion provider to SEACOR. Scott Golenbock, Mike Shah, Brett Nadritch, Max Goodman, Matt Ahrens, Michael Bellucci, Christopher Hahm and recently deceased partner David Zeltner of Milbank LLP acted as legal advisors to SEACOR; and Daniel Evans and Stefanie Birkmann of Ropes & Gray LLP acted as legal advisors to AIP. Michael Madalon of D.F. King & Co., Inc. acted as the information agent to AIP. American Stock Transfer & Trust Company, LLC acted as the depository and paying agent for AIP. Baker Botts L.L.P. acted as legal advisor to AIP, LLC.
American Industrial Partners Capital Fund VII, L.P., a fund managed by AIP, LLC completed the acquisition of SEACOR Holdings Inc. (NYSE:CKH) on April 14, 2021. 70.4% of outstanding shares were tendered into the offer. All of the shares tendered have been accepted for payment by American Industrial Partners. In the transaction, each share not previously purchased in the tender offer that is outstanding immediately prior to the close of the transaction will be converted into the right to receive $41.50 per share, net to the seller in cash. As a result of the completion of the merger, SEACOR's common stock will cease trading on The New York Stock Exchange on April 16, 2021. Following the closing of the merger, Tim Horgan, Toni Rinnevaara, Jason Perri, Justin Fish and Eric Fabrikant were appointed as the directors of the SEACOR Holdings Board of Directors and Eric Fabrikant was appointed as the Chief Executive Officer of SEACOR Holdings.