American Industrial Partners Capital Fund VII, L.P., a fund managed by AIP, LLC entered into a definitive agreement to acquire SEACOR Holdings Inc. (NYSE:CKH) for approximately $860 million on December 4, 2020. 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. As on December 4, 2020, AIP entered into a commitment letter with Ally Bank and HPS Investment Partners, LLC pursuant to which the lenders have committed to provide a term loan facility comprising a $395.6 million closing date term loan facility and a $169.4 million delayed draw facility. The proceeds of the term loan facility may be used for the payment of consideration in connection with the merger, along with other things. AIP has also received an equity commitment of $580 million from American Industrial Partners Capital Fund VII, L.P., which will be used to fund the transaction. 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 offer will initially remain open for a minimum of 20 business days following the date of commencement of offer. If at the initial scheduled expiration time of the offer any of the conditions to the offer have not been satisfied, offer will be extended to additional periods of up to 10 business days per extension to permit the satisfaction of any unsatisfied conditions or any period required by any applicable law to permit the satisfaction of all of the conditions. SEACOR has agreed to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding alternative acquisition proposals. SEACOR is obligated to pay a termination fee equal to $29 million in case it enters into a superior proposal and AIP is obligated to pay a termination fee equal to $52 million if it fails to consummate the offer after the conditions to consummate the transaction have been satisfied or have been waived. As of January 22, 2021, American Stock Transfer & Trust Company, LLC announced a total of approximately 5,804,953 Shares, representing approximately 27.84% of the outstanding Shares, had been validly tendered. The amount tendered includes approximately 69,601 Shares delivered pursuant to guaranteed delivery procedures that had been validly tendered pursuant to the Offer. Shareholders who have already tendered their Shares do not have to re-tender their Shares or take any other action as a result of the extension of the tender offer. As of March 1, 2021, American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that, as of the prior expiration time, a total of approximately 934,595 Shares, representing approximately 4.48% of the outstanding Shares, had been validly tendered. As of March 12, 2021, a total of approximately 7,955,148 Shares, representing approximately 38.05% of the outstanding Shares, had been validly tendered. The amount tendered includes approximately 3,445,517 Shares delivered pursuant to guaranteed delivery procedures that had been validly tendered pursuant to the tender offer. As of March 19, 2021, approximately 54.5% of the outstanding shares had been tendered. As of April 6, 2021, 67.44% of the outstanding shares had been tendered. As of April 7, 2021, 67.64% of outstanding shares had been tendered. As of April 12, 2021, 70.2% of outstanding shares had been tendered.

Following the closing of the transaction, Charles Fabrikant will step down from executive positions and Eric Fabrikant, SEACOR's current Chief Operating Officer, will assume the role of Chief Executive Officer. 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, compliance with the applicable requirements of the Securities Exchange Act of 1934 and New York Stock Exchange, the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and other customary conditions. The transaction is not subject to any financing condition. The agreement was approved by SEACOR's Board of Directors and they recommend that SEACOR stockholders to tender their shares in the offer. As of January 4, 2021, the required waiting period applicable to the offer under the HSR Act expired. As of January 7, 2021, the initial expiration date is amended to be January 21, 2021. As of January 11, 2021, advisory clients of T. Rowe Price, holding around 14.6% of the shares outstanding of SEACOR, have notified that they will not tender their shares. On February 12, 2021, was extended to allow additional time to meet the minimum tender condition that shares delivered (excluding shares tendered pursuant to guaranteed delivery procedures) represent at least 66 2/3% of all outstanding Shares. American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that, as of the prior expiration time, a total of approximately 1,924,112 Shares, representing approximately 9.23% of the outstanding Shares, had been validly tendered. The proposed transaction is expected to close by the end of the first quarter of 2021. As of January 22, 2021, American Industrial Partners has extended the offer until February 4, 2021. As of February 4, 2021, American Industrial Partners has extended the offer until February 12, 2021. As of February 16, 2021, American Industrial Partners has extended the offer until February 19, 2021. As of February 22, 2021, American Industrial Partners has extended the offer until February 26, 2021. As of March 1, 2021, American Industrial Partners has extended the offer until March 5, 2021. As of March 8, 2021, American Industrial Partners has extended the offer until March 12, 2021. As of March 15, 2021, American Industrial Partners has extended the offer until March 19, 2021. As of March 22, 2021, American Industrial Partners has extended the offer until March 26, 2021. As of March 29, 2021 American Industrial Partners has extended the offer until 5:00 p.m. Eastern Time on March 31, 2021. As of April 1, 2021 American Industrial Partners has extended the offer until 5:00 p.m. Eastern Time on April 5, 2021. As of April 6, 2021 American Industrial Partners has extended the offer until 5:00 p.m. Eastern Time on April 6, 2021. As of April 7, 2021, American Industrial Partners has extended the offer until 5:00 p.m. Eastern Time on April 7, 2021. As of April 8, 2021, American Industrial Partners has extended the offer until 5:00 p.m. on April 9, 2021. As of April 12, 2021, American Industrial Partners has extended the offer until 5:00 p.m. on April 14, 2021.

Foros Securities LLC acted as financial advisor and fairness opinion provider to SEACOR. Scott Golenbock, Mike Shah, Brett Nadritch, Max Goodman, Matt Ahrens, Michael Bellucci, Christopher Hahm and recently deceased partner David Zeltner of Milbank LLP acted as legal advisors to SEACOR; and Daniel Evans and Stefanie Birkmann of Ropes & Gray LLP acted as legal advisors to AIP. Michael Madalon of D.F. King & Co., Inc. acted as the information agent to AIP. American Stock Transfer & Trust Company, LLC acted as the depository and paying agent for AIP. Baker Botts L.L.P. acted as legal advisor to AIP, LLC.

American Industrial Partners Capital Fund VII, L.P., a fund managed by AIP, LLC completed the acquisition of SEACOR Holdings Inc. (NYSE:CKH) on April 14, 2021. 70.4% of outstanding shares were tendered into the offer. All of the shares tendered have been accepted for payment by American Industrial Partners. In the transaction, each share not previously purchased in the tender offer that is outstanding immediately prior to the close of the transaction will be converted into the right to receive $41.50 per share, net to the seller in cash. As a result of the completion of the merger, SEACOR's common stock will cease trading on The New York Stock Exchange on April 16, 2021. Following the closing of the merger, Tim Horgan, Toni Rinnevaara, Jason Perri, Justin Fish and Eric Fabrikant were appointed as the directors of the SEACOR Holdings Board of Directors and Eric Fabrikant was appointed as the Chief Executive Officer of SEACOR Holdings.