Item 1.02. Termination of a Material Definitive Agreement.
Credit Facilities
On April 15, 2021, the Company terminated its (i) Credit Agreement, dated as of
March 19, 2019, by and among the Company, as Borrower, the Lenders from time to
time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and
Security Trustee for the Lenders, and JPMorgan Chase Bank, N.A., as issuing bank
of the Letters of Credit thereunder and (ii) that Amended and Restated Certain
Credit Agreement, dated as of December 20, 2019, by and among SEA-Vista I LLC,
as Borrower, the Lenders from time to time parties thereto, JPMorgan Chase Bank,
N.A., as Swingline Lender, JPMorgan Chase Bank, N.A., as Administrative Agent
and Security Trustee for the Lenders, and JPMorgan Chase Bank, N.A., as issuing
bank of the Letters of Credit thereunder, each as may be further amended in
accordance with its terms, following the repayment of all amounts outstanding
thereunder. The Company previously filed the Credit Agreements as Exhibits 10.16
and 10.22 to its Annual Report on Form 10-K for the period ended December 31,
2019.
Mortgage
On April 15, 2021, the Company terminated Mortgage and Security Agreement, dated
as of March 21, 2016, by and among the C-Terms Partners (as defined in the
Merger Agreement) and Valley National Bank, following the repayment of all
amounts outstanding thereunder.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The Offer and withdrawal rights expired as scheduled at 5:00 p.m. Eastern Time
on April 14, 2021. The Offer was not extended. The Offer was consummated and the
Merger Sub accepted all of the Shares for payment. The Company has been advised
that, as of the expiration of the Offer, 14,472,289 Shares, representing
approximately 70.4% of the Shares issued and outstanding as of the expiration of
the Offer, had been validly tendered and not validly withdrawn pursuant to the
Offer. The number of Shares tendered satisfied the Minimum Condition (as defined
in the Merger Agreement). As the Minimum Condition and each of the other
conditions of the Offer were satisfied, Merger Sub accepted for payment all
Shares that were validly tendered and not validly withdrawn pursuant to the
Offer. Merger Sub is required to make prompt payment of the Offer Price for such
Shares.
On April 15, 2021 (the "Closing Date"), pursuant to the terms of the Merger
Agreement and in accordance with Section 251(h) of the Delaware General
Corporation Law (the "DGCL"), Merger Sub merged with and into the Company, with
the Company being the surviving corporation (the "Merger"). Upon completion of
the Merger, the Company became an indirect wholly-owned subsidiary of Parent.
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each issued and outstanding Share not owned by Parent, Merger
Sub or the Company as of the Effective Time (other than Cancelled Shares and
Dissenting Shares (each as defined in the Merger Agreement)) was converted into
the right to receive the Offer Price, in cash, without interest and subject to
any withholding of tax in accordance with the Merger Agreement. The effect of
the Merger on Company stock options and other equity-based awards is described
on page
- 2 -
--------------------------------------------------------------------------------
5-10 of the Company's Solicitation/Recommendation Statement on Schedule 14D-9
filed with the SEC on December 18, 2020, as amended on December 21, 2020,
December 29, 2020, January 11, 2021, January 19, 2021, January 22, 2021,
February 5, 2021, February 16, 2021, February 19, 2021, February 22, 2021,
March 1, 2021, March 8, 2021, March 15, 2021, March 22, 2021, March 25, 2021,
March 29, 2021, April 1, 2021, April 6, 2021, April 7, 2021, April 8, 2021,
April 12, 2021 and April 15, 2021 which description is incorporated herein by
reference.
The foregoing summary description of the Merger Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report
on Form 8-K filed by the Company with the SEC on December 7, 2020, and which is
incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, in connection with the consummation of the Merger, Parent
and the Company (i) notified the New York Stock Exchange ("NYSE") that the
Merger had been consummated, and (ii) requested that NYSE (x) halt trading in
the Shares for April 16, 2021 and suspend trading of the Shares effective
April 16, 2021 and (y) filed with the SEC a Form 25 Notification of Removal from
Listing and/or Registration to delist and deregister the Shares under
Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). The
Company intends to file with the SEC a certification on Form 15 under the
Exchange Act, requesting the deregistration of the Shares and the suspension of
the Company's reporting obligations under Sections 13 and 15(d) of the Exchange
Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note,
Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K
is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of Merger Sub's acceptance for payment of all Shares that were
validly tendered and not validly withdrawn pursuant to the Offer and the
consummation of the Merger pursuant to Section 251(h) of the DGCL on the Closing
Date, a change in control of the Company occurred, and the Company now is an
indirect wholly-owned subsidiary of Parent. The information set forth under the
Introductory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
Effective at the Effective Time, each of Charles Fabrikant, David R. Berz,
Oivind Lorentzen, Christopher P. Papouras, David M. Schizer and Gail Harris
resigned from his or her respective position as a member of the Company's Board
of Directors, and any committee thereof. Effective as of the Effective Time,
Charles Fabrikant resigned as Chief Executive Officer of the Company and Eric
Fabrikant resigned as Chief Operating Officer of the Company.
Following the closing of the Merger, Tim Horgan, Toni Rinnevaara, Jason Perri,
Justin Fish and Eric Fabrikant were appointed as the directors of the Company's
Board of Directors and Eric Fabrikant was appointed as the Chief Executive
Officer of the Company. Each other officer of the Company (other than as noted
above) immediately prior to the effective time of the Merger will continue as an
officer of the Company.
Information about Mr. Horgan, Mr. Rinnevaara, Mr. Perri, and Mr. Fish is
contained in the Offer to Purchase, filed by AIPCF VII, LLC, American Industrial
Capital Partners Fund VII, L.P., Parent and Merger Sub as Exhibit (a)(1)(A) to
the Tender Offer Statement on Schedule TO, originally filed with the SEC on
December 18, 2020, which information is incorporated herein by reference.
- 3 -
--------------------------------------------------------------------------------
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the Company's certificate of incorporation and bylaws
were amended and restated in their entirety. Copies of the Company's amended and
restated certificate of incorporation and the Company's amended and restated
bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which
are incorporated herein by reference.
Item 8.01. Other Events.
On April 15, 2021, American Industrial Partners and the Company issued two press
releases relating to the expiration of the Offer and the consummation of the
Merger. A copy of the press releases are attached as Exhibit 99.1 and Exhibit
99.2 hereto and are incorporated herein by reference.
Item 9.01. Exhibits.
2.1 Agreement and Plan of Merger, dated December 4, 2020, among SEACOR
Holdings Inc., Safari Parent, Inc. and Safari Merger Subsidiary, Inc.
(incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the
SEC by SEACOR Holdings Inc. on December 7, 2020)
3.1 Amended and Restated Certificate of Incorporation of SEACOR Holdings
Inc.
3.2 Amended and Restated By-Laws of SEACOR Holdings Inc.
99.1 Joint Press Release issued by American Industrial Partners, Safari
Merger Subsidiary, Inc. and SEACOR Holdings Inc., dated April 15, 2021.
99.2 Joint Press Release issued by American Industrial Partners and SEACOR
Holdings Inc., dated April 15, 2021.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
- 4 -
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
SEACOR HOLDINGS INC. 
