UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 2018
| SEACOR Holdings Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
|
Delaware |
1-12289 |
13-3542736 |
|
(State or Other Jurisdiction |
(Commission |
(IRS Employer |
|
of Incorporation) |
File Number) |
Identification No.) |
|
2200 Eller Drive, Fort Lauderdale, Florida |
33316 |
|
|
(Address of Principal Executive Offices) |
(Zip Code) |
|
|
Registrant’s telephone number, including area code |
(954) 523-2200 |
|
|
Not Applicable |
||
|
(Former Name or Former Address, if Changed Since Last Report) |
||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On April 25, 2018, SEACOR Holdings Inc. (the “Company”) announced that it is offering to repurchase, at the option of each holder, any and all of such holder’s outstanding 2.50% Convertible Senior Notes due 2027 (the “Notes”), as required by the terms of the Indenture, dated as of December 11, 2012, between the Company and Wells Fargo Bank, National Association, as trustee and paying agent (the “Trustee”), as supplemented by the first supplemental indenture, dated as of December 12, 2017, between the Company and the Trustee. In connection with the repurchase offer, on April 25, 2018, the Trustee, at the request of the Company distributed an Issuer Repurchase Notice to the holders of the Notes and the Company filed a Schedule TO with the Securities and Exchange Commission. The repurchase offer will expire at 5:00 p.m., New York City time, on May 30, 2018.
The foregoing description of the repurchase offer is only a summary and is qualified in its entirety by reference to the Issuer Repurchase Notice, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and the press release announcing the repurchase offer, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K, each of which is incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed herewith:
|
Exhibit |
Description of Exhibit |
|
|
99.1 |
||
|
99.2 |
_____________________
|
(1) |
Incorporated herein by reference to Exhibit 99(a)(1)(A) to SEACOR Holdings Inc.’s Schedule TO filed with the Securities and Exchange Commission on April 25, 2018. |
|
(2) |
Incorporated herein by reference to Exhibit 99(a)(5) to SEACOR Holdings Inc.’s Schedule TO filed with the Securities and Exchange Commission on April 25, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
|
Date: April 25, 2018 |
SEACOR Holdings Inc. |
|
|
|
|
|
|
|
|
|
By: |
/s/ William C. Long |
|
|
|
Name: William C. Long |
|
|
|
Title: Executive Vice President, Chief Legal Officer and Corporate Secretary |
|||
3