SEACOR Marine Announces Closing of Transaction with Carlyle for the Exchange and Amendment of Convertible Notes
SEACOR Marine Holdings Inc. (“SEACOR Marine” or the “Company”)
(NYSE:SMHI) today announced that it has closed its previously announced
transaction with certain affiliates of The Carlyle Group (“Carlyle”)
pursuant to which Carlyle exchanged $50 million in principal amount of
SEACOR Marine’s outstanding 3.75% convertible senior notes due December
2022 (the “Notes”) for warrants to purchase shares of the Company’s
common stock, par value $0.01 per share (“Shares”), at an exercise price
of $0.01 per Share representing an implied exchange rate of
approximately 37.73 Shares per $1,000 in principal amount of the Notes
(equivalent to an exchange price of $26.50 per Share) for a total of
approximately 1.9 million Shares (the “Exchange”). SEACOR Marine and
Carlyle also agreed to amend the $125 million in principal amount of the
Notes that remain outstanding after the Exchange to (i) increase the
coupon from 3.75% per annum to 4.25% per annum and (ii) extend the
maturity date of the Notes by 12 months to December 2023.
The securities offered and sold in the Exchange have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or
any state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state
laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein.
Forward Looking Statements
Certain statements discussed in this release as well as in other
reports, materials and oral statements that SEACOR Marine 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. 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 decreased demand
and loss of revenues as a result of a decline in the price of oil and
resulting decrease in capital spending by oil and gas companies, an
oversupply of newly built offshore support vessels, additional safety
and certification requirements for drilling activities in the U.S. Gulf
of Mexico and delayed approval of applications for such activities, the
possibility of U.S. government implemented moratoriums directing
operators to cease certain drilling activities in the U.S. Gulf of
Mexico and any extension of such moratoriums, weakening demand for
SEACOR Marine’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 in response to a
decline in the price of oil, increased government legislation and
regulation of SEACOR Marine’s businesses could increase cost of
operations, increased competition if the Jones Act and related
regulations are repealed, liability, legal fees and costs in connection
with the provision of emergency response services, such as the response
to the oil spill as a result of the sinking of the Deepwater Horizon in
April 2010, decreased demand for SEACOR Marine’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, the cyclical nature of the oil and gas industry,
activity in foreign countries and changes in foreign political, military
and economic conditions, changes to the status of applicable trade
treaties including as a result of the U.K.’s impending exit from the
European Union, changes in foreign and domestic oil and gas exploration
and production activity, safety record requirements, compliance with
U.S. and foreign government laws and regulations, including
environmental laws and regulations and economic sanctions, the
dependence on several key customers, consolidation of SEACOR Marine’s
customer base, the ongoing need to replace aging vessels, industry fleet
capacity, restrictions imposed by the Jones Act and related regulations
on the amount of foreign ownership of SEACOR Marine’s Common Stock,
operational risks, effects of adverse weather conditions and
seasonality, adequacy of insurance coverage, the ability of the Company
to achieve and maintain effective internal controls over financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act, the
attraction and retention of qualified personnel by SEACOR Marine, and
various other matters and factors, many of which are beyond SEACOR
Marines 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
SEACOR Marine 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 and 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. SEACOR Marine disclaims any obligation or undertaking to provide
any updates or revisions to any forward-looking statement to reflect any
change in SEACOR Marine’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 SEACOR Marine makes on related subjects
in its filings with the Securities and Exchange Commission, 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
SEACOR Marine’s cautionary statements under the Private Securities
Litigation Reform Act of 1995.
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