SEACOR Holdings Inc. (NYSE:CKH) (“SEACOR” or the “Company”)
announced today that it is notifying holders of its 2.50%
Convertible Senior Notes due 2027 (CUSIP Number: 811904 AM3)
(the “Notes”) that they have the right to surrender their Notes for
repurchase by SEACOR for cash pursuant to their option (the “Put
Option”) under the Indenture, dated as of December 11, 2012,
between SEACOR and Wells Fargo Bank, National Association, a
national banking association, as trustee and paying agent (the
“Trustee” or “Paying Agent”), as supplemented by the first
supplemental indenture, dated as of December 12, 2017, between
SEACOR and the Trustee (the “Indenture”). The Put Option entitles
each holder of the Notes to require SEACOR to repurchase any and
all of such holder’s outstanding Notes on May 31, 2018 (the
“Repurchase Date”) at a purchase price in cash (the “Repurchase
Price”) equal to 100% of the principal amount of the Notes,
plus accrued and unpaid interest thereon up to, but excluding, the
Repurchase Date. As of April 25, 2018, there was $64,455,000 in
aggregate principal amount of the Notes outstanding.
The opportunity to exercise the Put Option
commenced on April 25, 2018 and expires at 5:00 p.m., New York
City time, on May 30, 2018, which is the first business day
immediately preceding the Repurchase Date. In order to
exercise the Put Option and receive the Repurchase Price, or
validly withdraw Notes previously surrendered, a holder must follow
the procedures set forth in the Issuer Repurchase Notice given by
SEACOR today. SEACOR will accept for payment all validly
surrendered and not validly withdrawn Notes promptly upon
expiration of the Put Option. On or before 10:00 a.m., New
York City time, on the Repurchase Date, SEACOR will deposit with
the Paying Agent for the Notes the appropriate amount of cash
required to pay the Repurchase Price of all validly surrendered and
not validly withdrawn Notes. Unless SEACOR defaults in
repurchasing Notes validly surrendered pursuant to the Put Option
and not validly withdrawn, interest on those Notes will cease to
accrue on the Repurchase Date. Notes in respect of which the
Put Option is exercised will not be convertible in accordance with
their terms, if otherwise convertible, unless surrender of those
Notes is validly withdrawn.
None of the Company, its Board of Directors or
its officers is making any representation or recommendation to any
Holder as to whether to exercise the Put Option. Beneficial
owners and Holders should consult with their own financial and tax
advisors and must make their own decision as to whether to exercise
the Put Option and, if so, the principal amount of notes for which
the Put Option should be exercised.
Wells Fargo Bank, National Association is the Trustee and Paying
Agent with respect to the Notes. Its address is:
Registered & Certified Mail: |
Regular Mail or Courier: |
In
Person by Hand Only: |
Wells
Fargo Bank, N.A. |
Wells
Fargo Bank , N.A. |
Wells
Fargo Bank, N.A. |
Corporate Trust Operations |
Corporate Trust Operations |
Corporate Trust Services |
MAC
N9300-070 |
MAC
N9300-070 |
MAC
N9300-070 |
600
South Fourth Street |
600
South Fourth Street |
600
South Fourth Street |
Minneapolis, MN 55402 |
Minneapolis, MN 55402 |
Minneapolis, MN 55402 |
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OrBy
Facsimile Transmission: (612) 667-6282Telephone:(800) 344-5128 |
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At SEACOR’s request, the Trustee is delivering
an Issuer Repurchase Notice relating to the Put Option to all
registered holders of the Notes. In addition, SEACOR will
file the Issuer Repurchase Notice with a Tender Offer Statement on
Schedule TO with the Securities and Exchange Commission
(“SEC”) today. Holders of Notes and other interested
parties are urged to read the Issuer Repurchase Notice and other
relevant documents filed with the SEC when they become available
because they will contain important information about SEACOR and
the repurchase. Materials filed with the SEC are available
without charge at the SEC’s website, www.sec.gov. Documents
filed with the SEC may also be obtained without charge at SEACOR’s
website, www.seacorholdings.com.
Copies of the Issuer Repurchase Notice and
additional information relating to the procedure for the surrender
of the Notes may also be obtained from Wells Fargo Bank, National
Association by calling (800) 344-5128.
The Trustee has informed SEACOR that, as of this
date, all custodians and beneficial holders of the Notes hold the
Notes through The Depository Trust Company (“DTC”) accounts
and that there are no certificated Notes in non-global form.
Accordingly, all Notes surrendered for repurchase must be
delivered through the transmittal procedures of DTC’s Automated
Tender Offer Program, subject to the terms and conditions of that
system. To exercise the Put Option and receive payment of the
Repurchase Price, custodians and beneficial holders of the Notes
must validly and timely deliver their Notes through DTC’s
transmittal procedures and should not submit a physical repurchase
notice to SEACOR, the Trustee or the Paying Agent. Notes
delivered through DTC’s transmittal procedures for repurchase may
be withdrawn only by complying with the withdrawal procedure of
DTC.
This press release is for information only and
is not an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of an offer to sell securities of
SEACOR. The offer to repurchase the Notes will be only
pursuant to, and the Notes may be surrendered only in accordance
with, the Issuer Repurchase Notice dated April 25, 2018 and related
materials.
SEACOR is a diversified holding company with interests in
domestic and international transportation and logistics and risk
management consultancy. SEACOR is publicly traded on the New York
Stock Exchange (NYSE) under the symbol CKH.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements discussed in this release as
well as in other reports, materials and oral statements that the
Company releases from time to time to the public constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Generally, words such as
“anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,”
“plan,” “target,” “forecast” and similar expressions are intended
to identify forward-looking statements. Such forward-looking
statements concern management’s expectations, strategic objectives,
business prospects, anticipated economic performance and financial
condition and other similar matters. Forward-looking statements are
inherently uncertain and subject to a variety of assumptions, risks
and uncertainties that could cause actual results to differ
materially from those anticipated or expected by management of the
Company. These statements are not guarantees of future performance
and actual events or results may differ significantly from these
statements. Actual events or results are subject to significant
known and unknown risks, uncertainties and other important factors,
including risks relating to weakening demand for the Company’s
services as a result of unplanned customer suspensions,
cancellations, rate reductions or non-renewals of vessel charters
or failures to finalize commitments to charter vessels, increased
government legislation and regulation of the Company’s businesses
that could increase the cost of operations, increased competition
if the Jones Act is repealed, liability, legal fees and costs in
connection with the provision of emergency response services,
decreased demand for the Company’s services as a result of declines
in the global economy, declines in valuations in the global
financial markets and a lack of liquidity in the credit sectors,
including, interest rate fluctuations, availability of credit,
inflation rates, change in laws, trade barriers, commodity prices
and currency exchange fluctuations, activity in foreign countries
and changes in foreign political, military and economic conditions,
changes in foreign and domestic oil and gas exploration and
production activity, safety record requirements related to Ocean
Transportation & Logistics Services, decreased demand for Ocean
Transportation & Logistics Services due to construction of
additional refined petroleum product, natural gas or crude oil
pipelines or due to decreased demand for refined petroleum
products, crude oil or chemical products or a change in existing
methods of delivery, compliance with U.S. and foreign government
laws and regulations, including environmental laws and regulations
and economic sanctions, the dependence of Inland Transportation
& Logistics Services and Ocean Transportation & Logistics
Services on several key customers, consolidation of the Company’s
customer base, the ongoing need to replace aging vessels, industry
fleet capacity, restrictions imposed by the Shipping Acts on the
amount of foreign ownership of the Company’s Common Stock,
operational risks of Inland Transportation & Logistics Services
and Ocean Transportation & Logistics Services, effects of
adverse weather conditions and seasonality, the level of grain
export volume, the effect of fuel prices on barge towing costs,
variability in freight rates for inland river barges, the effect of
international economic and political factors on Inland
Transportation & Logistics Services’ operations, the ability to
realize anticipated benefits from acquisitions and other strategic
transactions, adequacy of insurance coverage, the attraction and
retention of qualified personnel by the Company, and various other
matters and factors, many of which are beyond the Company’s control
as well as those discussed in Item 1A. (Risk Factors) of the
Company’s Annual report on Form 10-K and other reports filed by the
Company with the SEC. It should be understood that it is not
possible to predict or identify all such factors. Consequently, the
preceding should not be considered to be a complete discussion of
all potential risks or uncertainties. Given these risk factors,
investors and analysts should not place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of the document in which they are made. The Company
disclaims any obligation or undertaking to provide any updates or
revisions to any forward-looking statement to reflect any change in
the Company’s expectations or any change in events, conditions or
circumstances on which the forward-looking statement is based,
except as required by law. It is advisable, however, to consult any
further disclosures the Company makes on related subjects in its
filings with the SEC, including Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if
any). These statements constitute the Company’s cautionary
statements under the Private Securities Litigation Reform Act of
1995.
For additional information concerning SEACOR, contact Molly
Hottinger at (954) 627-5278 or visit SEACOR’s website at
www.seacorholdings.com.
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