In December 2020, Seacor Holdings, a company publicly traded on the New York Stock Exchange, announced that it had entered into an agreement with an affiliate of American Industrial Partners (AIP) to take Seacor private.
The share-tendering process to achieve AIP’s purchase of two-thirds of the outstanding shares is nearing completion after the offer’s expiry date was extended numerous times since January 2021.
On April 5, the American Stock Transfer & Trust Company, LLC, the depository for the tender offer, reported that 67.44% of the outstanding shares had been validly tendered, surpassing the 66.6% required to meet the terms of the agreement. However, of the total 13.9m shares purchased, almost 428,000 were tendered pursuant to guaranteed delivery procedures, i.e., they were not tendered by physical or book-entry delivery, leaving the purchaser short of the minimum tender condition.
AIP and Seacor agreed to extend the tender offer until 5:00 pm EDT on Tuesday, April 6, to provide time for the requisite number of tendered shares to be delivered either physically or by book entry. The 428,000 shares “are contractually required to be delivered within two NYSE trading days,” noted Jason Perri, partner of American Industrial Partners. “We are using an extension of one day – and may need one more – in order to convert these shares and close the offer.”
Following the closing of the transaction, Charles Fabrikant will step down from his executive positions, and Eric Fabrikant, Seacor’s current COO, will assume the role of CEO.
“This transaction is an exciting next step for Seacor, delivering stockholders an immediate and meaningful premium for their shares and providing the company with access to additional growth capital and financial flexibility,” said Charles Fabrikant. “AIP has demonstrated success investing in and growing industrial, services and marine businesses, and I am confident our employees and customers will greatly benefit from this partnership.”