Item 1.01 Entry into a Material Definitive Agreement.
The information set forth below in Item 8.01 of this Current Report with respect
to the Assumption and Guarantee (as defined below) is incorporated by reference
herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth below in Item 8.01 of this Current Report with respect
to the Assumption and Guarantee is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth below in Item 8.01 of this Current Report with respect
to the issuance of the Merger Consideration (as defined below) and PIK Loan
Consideration (as defined below) is incorporated by reference herein.
The Merger Consideration and PIK Loan Consideration was issued only to
accredited investors in reliance upon the exemption from registration provided
under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of
1933, as amended (the "Securities Act") as a transaction not requiring
registration under Section 5 of the Securities Act.
Item 8.01. Other Events.
On December 31, 2021, pursuant an agreement and plan of merger (the "Merger
Agreement") among SEACOR Marine Holdings Inc. (the "Company"), SEACOR Offshore
OSV LLC, a Delaware limited liability company and an indirect wholly-owned
subsidiary of the Company ("Merger Sub") and SEACOR OSV PARTNERS I LP., a
Delaware limited partnership (the "Partnership"), the Partnership merged with
and into Merger Sub with Merger Sub surviving the merger (the "Merger"). As
consideration for the Merger, the Company issued the Partnership's limited
partners (other than the Company and its subsidiaries) an aggregate of 531,872
shares of common stock of the Company, par value $0.01 per share (the "Common
Stock") (the "Merger Consideration"). The Merger became effective upon the
filing of the certificate of merger with the Secretary of State of the State of
Delaware on December 31, 2021.
As a result of the Merger, the five 201', 1,900 tons deadweight capacity,
platform supply vessels ("PSVs") owned by the Partnership are now 100% owned by
the Company, bringing the Company's owned PSV fleet to 20. Of the five PSVs
previously owned by the Partnership, three are U.S. flagged and currently
located in the Gulf of Mexico, and two are Marshall Island flagged and currently
located in the Middle East. As of December 31, 2021, these five PSVs have an
average age of seven years.
In connection with the Merger, the Company and Merger Sub assumed and guaranteed
(such assumption and guarantee, the "Assumption and Guarantee") approximately
$18,050,000 of the Partnership's third-party indebtedness outstanding under the
amended and restated senior secured term loan credit facility agreement dated as
of September 28, 2018 (as amended, restated, amended and restated or otherwise
modified, the "Credit Facility"), by and among the Partnership and lenders and
other parties thereto. The Credit Facility requires quarterly principal payments
of $500,000. Interest accrues under the Credit Facility at a rate of Term SOFR
(as defined in the Credit Facility) plus 4.68% plus Mandatory Costs (as defined
in the Credit Facility), if applicable. The Credit Facility matures on
December 31, 2023 and may be accelerated upon the occurrence of an event of
default.
In connection with the consummation of the Merger, the Partnership settled all
amounts and other obligations outstanding under the Subordinated PIK Loan
Agreement, dated September 28, 2018 (the "PIK Loan Agreement"), as amended by
the amendment thereto dated December 22, 2021 (the "Amendment") by issuing the
former lenders an aggregate of 1,036,063 shares of Common Stock (the "PIK Loan
Consideration") as contemplated by the Amendment.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
SEACOR MARINE HOLDINGS INC. 
