SEACOR Holdings Inc. (NYSE:CKH) Files An 8-K Entry into a Material Definitive Agreement

SEACOR Holdings Inc. (NYSE:CKH) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Agreement.

As previously announced, SEACOR Holdings Inc. (SEACOR) has
determined to pursue the previously announced spin-off (the
Spin-Off) of its offshore marine services business that is
conducted by its wholly-owned subsidiary, SEACOR Marine Holdings
Inc. (SEACOR Marine), by means of a distribution of all of the
outstanding shares of common stock of SEACOR Marine on a pro rata
basis to all of the holders of common stock of SEACOR.
On May 10, 2017, the Board of Directors of SEACOR declared the
Spin-Off dividend and announced the record date and distribution
date. The distribution date of the Spin-Off dividend will be June
1, 2017 (the Distribution Date) and the dividend will be made to
SEACOR shareholders of record as of 5:00 p.m., New York City time,
on May 22, 2017 (the Record Date). In accordance with the terms of
the Distribution Agreement described below, on the Distribution
Date, SEACOR Holdings will distribute to its stockholders of record
as the Record Date, for every share of SEACOR Holdings common stock
held, one share of SEACOR Marine common stock multiplied by a
fraction, the numerator of which is 17,671,356 and the denominator
of which is the number of shares of SEACOR Holdings common stock
outstanding on the Distribution Date; or approximately 1.007 shares
per share of SEACOR Holdings Common Stock, based on the number of
shares of SEACOR Holdings common stock outstanding as of the date
hereof.
The completion of the Spin-Off is subject to the satisfaction or
waiver of a number of conditions described in SEACOR Marines
Information Statement, filed as an exhibit to the Registration
Statement on Form 10 that SEACOR Marine filed with the Securities
and Exchange Commission.
On May 10, 2017, in connection with the Spin-Off, SEACOR entered
into the following agreements with SEACOR Marine: (i) the
Distribution Agreement, (ii) two separate Transition Services
Agreements, (iii) the Tax Matters Agreement and (iv) the Employee
Matters Agreement.
Distribution Agreement
The Distribution Agreement sets forth the agreements between SEACOR
and SEACOR Marine regarding the principal transactions necessary to
separate SEACOR Marine from SEACOR. It also sets forth other
agreements that govern certain aspects of SEACORs relationship with
SEACOR Marine after the completion of the separation.
Distribution. to the Distribution Agreement, on the Distribution
Date, SEACOR will distribute to its stockholders, for every share
of SEACOR common stock held by SEACOR stockholders, the amount of
stock obtained by the following formula: one multiplied by a
fraction, the numerator of which is 17,671,356 and the denominator
of which is the number of shares of SEACOR common stock outstanding
on the Distribution Date.
Removal of Guarantees and Releases from Liabilities. The
Distribution Agreement provides (i) that SEACOR Marine and SEACOR
use commercially reasonable efforts to cause SEACOR to be released
from any guarantees it has given to third parties on SEACOR Marines
behalf, including guarantees of ship construction contracts and
letters of credit, (ii) for SEACOR Marines payment to SEACOR of a
0.5% per annum fee in respect of the aggregate obligations under
guarantees provided by SEACOR on SEACOR Marines behalf that are not
released prior to the Spin-Off and (iii) for the indemnification of
SEACOR on SEACOR Marines behalf for payments made under any
guarantees provided by SEACOR on SEACOR Marines behalf to third
parties that are not released prior to the Spin-Off. The
Distribution Agreement also provides for the settlement or
extinguishment of certain liabilities and other obligations between
SEACOR Marine and SEACOR, if any.
Release of Claims. SEACOR Marine agreed to broad releases to which
SEACOR Marine will release SEACOR and its affiliates, successors
and assigns from, and indemnify and hold harmless all such persons
against and from, any claims against any of them that arise out of
or relate to (i) the management of SEACOR Marines business and
affairs on or prior to the distribution date, (ii) the terms of any
agreements or other documents related to the Spin-Off or (iii) any
other decision made or action taken relating to SEACOR Marine or
the distribution.
Indemnification. SEACOR Marine and SEACOR agreed to indemnify each
other and each of SEACOR Marines and SEACORs respective affiliates
and representatives, and each of the heirs, executors, successors
and assigns of such representatives against certain liabilities in
connection with the Spin-Off, all liabilities to the extent
relating to or arising out of SEACOR Marines or SEACORs respective
business as conducted at any time, and any breach by such company
of the Distribution Agreement.
Exchange of Information. SEACOR Marine and SEACOR agreed to provide
each other with information relating to the other party or the
conduct of its business prior to the separation, and information
reasonably necessary to prepare financial statements and any
reports or filings to be made with any governmental authority.
SEACOR Marine and SEACOR also agreed to retain such information in
accordance with SEACOR Marines and SEACORs respective record
retention policies as in effect on the date of the Distribution
Agreement and to afford each other access to former and current
representatives as witnesses or records as reasonably required in
connection with any relevant litigation.
Further Assurances. SEACOR Marine and SEACOR agreed to take all
actions reasonably necessary or desirable to consummate and make
effective the transactions contemplated by the Distribution
Agreement and the ancillary agreements related thereto, including
using commercially reasonable efforts to promptly obtain all
consents and approvals, to enter into all agreements and to make
all filings and applications that may be required for the
consummation of such transactions.
Termination. The Distribution Agreement provides that it may be
terminated by SEACOR at any time prior to the separation by and in
the sole discretion of SEACOR without the approval of SEACOR Marine
or the stockholders of SEACOR.
Transition Services Agreements
SEACOR Marine and SEACOR entered into two separate transition
services agreements on an interim basis to help ensure an orderly
transition following the separation: (i) the SEACOR Transition
Services Agreement, to which SEACOR will provide SEACOR Marine with
a number of support services, including information systems
support, benefit plan management, cash disbursement support, cash
receipt processing and treasury management and (ii) the SEACOR
Marine Transition Services Agreement, to which SEACOR Marine will
provide SEACOR with general payroll services. In addition,
following the Spin-Off, SEACOR will provide SEACOR Marine and/or
SEACOR Marine will provide SEACOR with such other services as may
be agreed to by SEACOR Marine and SEACOR in writing from time to
time. Neither SEACOR Marine nor SEACOR will have any obligation to
provide additional services.
Under the SEACOR Transition Services Agreement, SEACOR will provide
SEACOR Marine with the services described above in a manner
historically provided to SEACOR Marine by SEACOR during the 12
months prior to the date of the agreement, and SEACOR Marine will
use the services for substantially the same purposes and in
substantially the same manner as SEACOR Marine used them during
such 12 month period. Under the SEACOR Marine Transition Services
Agreement, SEACOR Marine will provide SEACOR with general payroll
services in a manner historically provided by SEACOR to SEACOR
Marine during the 12 months prior to the date of the agreement, and
SEACOR will use the services for substantially the same purposes
and substantially the same manner as SEACOR Marine used them during
such 12 month period.
Amounts payable for services provided under the Transition Services
Agreements will be calculated on a fixed-fee basis, with each
Transition Services Agreement specifying an aggregate fixed fee for
all of the services described therein. SEACOR Marine expects to pay
SEACOR an aggregate monthly fee of $555,000 for the services
provided under the SEACOR Transition Services Agreement and SEACOR
Marine expects that SEACOR will pay SEACOR Marine an aggregate
monthly fee of $30,000 for the services provided under the SEACOR
Marine Transition Services Agreement.
Subject to limited exceptions, SEACOR Marine and SEACOR have each
agreed to limit SEACOR Marines respective liability to the other in
respect of causes of action arising under the Transition Services
Agreements. Under the SEACOR Transition Services Agreement, (i)
SEACOR Marine will indemnify SEACOR against third-party claims
stemming from SEACOR Marines (a) failure to fulfill confidentiality
obligations under such agreement and (b) infringement of the
intellectual property of any third party; provided that SEACOR
Marine will not be required to indemnify SEACOR for losses
resulting from SEACORs willful misconduct, bad faith or gross
negligence and (ii) SEACOR will indemnify SEACOR Marine against
third-party claims stemming from SEACORs (a) failure to fulfill its
obligations as set forth in such agreement and (b) infringement of
the intellectual property of any third party; provided that SEACOR
will not be required to indemnify SEACOR Marine for losses
resulting from SEACOR Marines willful misconduct, bad faith or
gross negligence. Under the SEACOR Marine Transition Services
Agreement, (A) SEACOR will indemnify SEACOR Marine against
third-party claims stemming from SEACORs (x) failure to fulfill
confidentiality obligations under such agreement and (y)
infringement of the intellectual property of any third party;
provided that SEACOR will not be required to indemnify SEACOR
Marine for losses resulting from SEACOR Marines willful misconduct,
bad faith or gross negligence and (B) SEACOR Marine will indemnify
SEACOR against third-party claims stemming from SEACOR Marines (x)
failure to fulfill SEACOR Marines obligations as set forth in such
agreement and (y) infringement of the intellectual property of any
third party; provided that SEACOR Marine will not be required to
indemnify SEACOR for losses resulting from its willful misconduct,
bad faith or gross negligence.
to the Transition Services Agreements, SEACOR Marine and SEACOR
have each agreed to customary confidentiality agreements regarding
any confidential information of the other party received in the
course of performance of the services.
SEACOR Marine will also be responsible for its own
transition-related costs and expenses (e.g., to procure its own IT
infrastructure) and certain costs and expenses incurred by SEACOR
to transfer software licenses to SEACOR Marine, including (i)
transfer fees charged by third-party software licensors and (ii)
unamortized SEACOR costs and expenses to procure and deploy the
software being transferred to SEACOR Marine.
Each Transition Services Agreement will continue in effect for up
to two years. In the event that SEACOR Marine defaults under the
SEACOR Transition Services Agreement or SEACOR defaults under the
SEACOR Marine Transition Services Agreement, the non-breaching
party may, in addition or as an alternative to terminating the
respective agreement, declare immediately due and payable all sums
which are payable under such agreement or suspend such agreement
and decline to continue to perform any of the obligations
thereunder.
In the event functions provided under a Transition Services
Agreement are outsourced by the provider, the provider of the
services under the Transition Services Agreement will have the
option, but not the obligation, to also transition the recipient,
along with the provider, to the new outsourced solution. If the
provider decides not to transition to the recipient to the new
outsourced solution, the provider may opt to stop providing these
outsourced services upon 90 days notice.
Employee Matters Agreement
The Employee Matters Agreement allocates liabilities and
responsibilities between SEACOR Marine and SEACOR relating to
employee compensation and benefit plans and programs, including the
treatment of retirement and health plans, equity incentive and
compensation programs. In general, the Employee Matters Agreement
provides that, following the distribution, SEACOR Marines employees
will participate in SEACOR Marines equity incentive plans and will
cease to participate in SEACORs equity incentive plans with respect
to awards granted following the distribution. In general, SEACOR
Marine will be responsible for the employment and benefit-related
obligations and liabilities of its employees following the
Spin-Off.
Tax Matters Agreement
The Tax Matters Agreement governs the parties respective rights,
responsibilities and obligations with respect to taxes, tax
attributes, the preparation and filing of tax returns, the control
of audits and other tax proceedings and assistance and cooperation
in respect of tax matters with respect to U.S. federal income taxes
for periods during which SEACOR Marine was part of SEACORs
consolidated tax group, after taking into account any tax sharing
payments that have already been made, (i) SEACOR shall compensate
SEACOR Marine, or alternatively, SEACOR Marine shall compensate
SEACOR, for use of any net operating losses, net capital losses or
foreign tax credits generated by the operations of the other party
as calculated on a separate company basis and utilized in the
consolidated tax return and (ii) SEACOR Marine shall compensate
SEACOR for any taxable income attributable to SEACOR Marines
operations. Taxes relating to or arising out of the failure of the
separation to qualify as a tax-free transaction for U.S. federal
income tax purposes will be borne by SEACOR, except, in general, if
such failure is attributable to SEACOR Marines action or inaction
or SEACORs action or inaction, as the case may be, or any event (or
series of events) involving SEACOR Marines assets or stock or the
assets or stock of SEACOR, as the case may be, in which case the
resulting liability will be borne in full by SEACOR Marine or
SEACOR, respectively.
The summary of each of the Distribution Agreement, SEACOR
Transition Services Agreement, SEACOR Marine Transition Services
Agreement, Employee Matters Agreement and Tax Matters Agreement is
qualified in its
entirety by reference to the complete terms and conditions of each
such agreement, each of which is attached hereto as Exhibits 10.1,
10.2, 10.3, 10.4 and 10.5, respectively.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(b)
On May 10, 2017, in connection with the Spin-Off, each of Andrew R.
Morse and R. Christopher Regan resigned as a member of the Board of
Directors (the Board) of SEACOR and joined the board of SEACOR
Marine. Mr. Morse had served as Chairman of the Audit Committee and
as a member of the Nominating and Corporate Governance Committee of
the Board. Mr. Regan had served as a member of the Compensation
Committee and as a member of the Audit Committee of the Board.
As a result of these resignations, the Board decreased the size of
the Board from seven directors to five directors, appointed David
M. Schizer, a SEACOR director, to the Compensation Committee,
appointed David Berz and Pierre de Demandolx, SEACOR directors, to
the Audit Committee and appointed Mr. Schizer as Chairman of the
Audit Committee.
Further, in connection with the Spin-Off, each of Mr. John Gellert
and Mr. Matthew R. Cenac, Co-Chief Operating Officer and Executive
Vice President and Chief Financial Officer of SEACOR, respectively,
tendered his resignation, effective immediately prior to
Distribution Date.
(e)
On May 10, 2017, in connection with the Spin-Off, the Board, based
on the recommendation of the Compensation Committee, approved the
treatment of equity awards previously issued to individuals under
SEACORs equity incentive compensation plans (including SEACORs
directors and executive officers) in the manner described in the
section titled Treatment of SEACOR Holdings Stock Awards in the
Information Statement. In connection with the Spin-Off, all
outstanding stock options to purchase shares of SEACOR common stock
(SEACOR Options) will be adjusted to reflect the difference in
value prior to the Spin-Off of SEACORs common stock on the regular
way market and ex-distribution market for such stock and to
preserve the aggregate intrinsic value of such stock options.
Accordingly, the exercise price and number of shares of SEACOR
common stock subject to such SEACOR Options will be adjusted. The
terms and conditions applicable to such SEACOR Options will
otherwise remain the same, except that the vesting of any unvested
SEACOR Options held by SEACOR Marine employees will be accelerated,
and such individuals will have 90 days to exercise their SEACOR
Options. SEACOR Options held by Messrs. Morse and Regan will remain
exercisable for the remainder of the original terms of their
respective SEACOR Options.
SEACOR employees who hold restricted shares of SEACOR common stock
(SEACOR Restricted Stock) will receive fully vested shares of
SEACOR Marine common stock to the Spin-Off dividend and will
continue to be subject to restrictions and vesting conditions with
respect to shares of SEACOR Restricted Stock. SEACOR Marine
employees who hold SEACOR Restricted Stock will vest in their
shares of SEACOR Restricted Stock but the shares of SEACOR Marine
common stock that they receive to the Spin-Off dividend will be
subject to the same restrictions and vesting conditions originally
applicable to their shares of SEACOR Restricted Stock except that
such employees service with SEACOR Marine or its subsidiaries will
be deemed to be service with SEACOR.
In connection with the Spin-Off, the restrictions applicable to Mr.
Cenac’s SEACOR Restricted Stock will lapse.
Item 8.01 Other Events
On May 10, 2017, SEACOR issued a press release, a copy of which is
hereby incorporated by reference and attached hereto as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Distribution Agreement, dated as of May 10, 2017, by
and between SEACOR Holdings Inc. and SEACOR Marine
Holdings Inc.
10.2
Transition Services Agreement, dated as of May 10,
2017, by and between SEACOR Holdings Inc. and SEACOR
Marine Holdings Inc.
10.3
Transition Services Agreement, dated as of May 10,
2017, by and between SEACOR Marine Holdings Inc. and
SEACOR Holdings Inc.
10.4
Employee Matters Agreement, dated as of May 10, 2017,
by and between SEACOR Holdings Inc. and SEACOR Marine
Holdings Inc.
10.5
Tax Matters Agreement, dated as of May 10, 2017, by and
between SEACOR Holdings Inc. and SEACOR Marine Holdings
Inc.
99.1
Press Release of SEACOR Holdings Inc., dated May 10,
2017


About SEACOR Holdings Inc. (NYSE:CKH)

SEACOR Holdings Inc. is engaged in owning, operating, investing in and marketing equipment, primarily in the offshore oil and gas, shipping and logistics industries. The Company’s segments include Offshore Marine Services, Inland River Services, Shipping Services and Illinois Corn Processing. The Offshore Marine Services segment operates a fleet of support vessels primarily servicing offshore oil and gas exploration, development and production facilities around the world. Inland River Services segment operates river transportation equipment used for moving agricultural and industrial commodities and petroleum and chemical products. Shipping Services segment operates a fleet of United States flag marine transportation related assets. Illinois Corn Processing segment produces alcohol used in the food, beverage, industrial and petrochemical end-markets. It offers emergency and crisis services, lending and leasing activities, and noncontrolling investments in various other businesses.

SEACOR Holdings Inc. (NYSE:CKH) Recent Trading Information

SEACOR Holdings Inc. (NYSE:CKH) closed its last trading session up +0.45 at 65.08 with 66,998 shares trading hands.

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