SEACOR Holdings announced that it has entered into a definitive agreement with an affiliate of American Industrial Partners (“AIP”), a New York-based private equity firm that focuses on buying, improving, and growing industrial businesses, to take the company private. The all-cash transaction is valued at approximately $1 billion, including net debt.
Under the terms of the agreement, AIP will commence a tender offer to acquire all outstanding shares of SEACOR for $41.50 per share in cash. This per share purchase price represents a premium of approximately 14% to the Company’s closing stock price on December 4, 2020, the last trading day prior to today’s announcement, and a premium of approximately 31% over the 90-calendar day volume weighted average price. The agreement was approved by SEACOR’s board of directors and they recommend that SEACOR stockholders tender their shares in the offer.
“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, Executive Chairman and Chief Executive Officer of SEACOR. “AIP is an ideal partner for SEACOR that recognizes the value of its unique, diversified platform and management looks forward to leveraging their investment and operational expertise in pursuing industry consolidation and other growth opportunities across all our businesses. 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.”
“We are thrilled to partner with SEACOR’s talented management team and welcome its family of businesses and employees into the American Industrial Partners portfolio,” said Jason Perri, Partner of AIP. “SEACOR has demonstrated a unique combination of proven investment acumen and a track record as a first-class operator of businesses across various end markets, including the Jones Act marine space. These attributes align perfectly with AIP’s core skill sets and mission, and we are excited to help usher SEACOR into its next phase of growth.”
The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least two-thirds of the total number of SEACOR’s outstanding shares, the expiration or termination of the antitrust waiting period, and other customary conditions. Following the successful completion of the tender offer, AIP will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. The proposed transaction is expected to close by the end of the first quarter of 2021. Following the closing of the transaction, Charles Fabrikant will step down from his executive positions and Eric Fabrikant, SEACOR’s current Chief Operating Officer, will assume the role of Chief Executive Officer.
Charles Fabrikant continued, “It has been an honor to work with a talented group of associates. I believe that SEACOR is well positioned to reach its next phase of growth under the leadership of Eric and the rest of the senior team, working in partnership with AIP.”
Foros acted as financial advisor to SEACOR. Milbank LLP acted as legal advisor to SEACOR and Ropes & Gray LLP acted as legal advisor to AIP.