SEACOR Marine Holdings Inc. (NYSE:CKH) Files An 8-K Entry into a Material Definitive 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 Exhibit 99.1 to this Current Report
on Form 8-K.

On May 10, 2017, in connection with the Spin-Off, SEACOR Marine
entered into the following agreements with SEACOR: (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 incentive, health and benefit
plans and will cease to participate in SEACORs incentive, health
and benefit plans (other than with respect to awards previously
granted under SEACORs equity incentive plans). In general, SEACOR
Marine will be responsible for the employment and benefit-related
obligations and liabilities of its employees following the
Spin-Off.

Under the Employee Matters Agreement, 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, Regan and Behrens will remain exercisable
for the remainder of the original terms of their respective SEACOR
Options.

Individuals who hold restricted shares of SEACOR common stock
(SEACOR Restricted Stock) as of the Record Date will receive the
Spin-Off dividend. The restrictions applicable to SEACOR Restricted
Stock held by SEACOR Marine employees will lapse, but the Spin-Off
dividend received by such individuals will be subject to the same
restrictions and vesting conditions originally applicable to the
underlying shares of SEACOR Restricted Stock.

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 incorporated
herein by reference.

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, each of Charles Fabrikant, Andrew R. Morse, R.
Christopher Regan, Evan Behrens, and Ferris Hussein were appointed
to fill vacancies on the Board of Directors of SEACOR Marine (the
Board) and they, together with John Gellert who continues as a
director, comprise the entire Board. Mr. Fabrikant was appointed
non-executive Chairman of the Board. Messrs. Morse and Regan
resigned as directors of SEACOR Holdings in connection with their
appointment to the Board.

Charles Fabrikant,>72, is the Executive Chairman of the Board,
President and Chief Executive Officer of SEACOR Holdings and
several of its subsidiaries. Effective February 23, 2015, Mr.
Fabrikant was appointed President and Chief Executive Officer of
SEACOR Holdings, a position he had resigned from in September 2010
when he was designated Executive Chairman of the Board of SEACOR
Holdings. Mr. Fabrikant is a Director of Diamond Offshore Drilling,
Inc., a contract oil and gas driller, Hawker Pacific Airservices,
Limited, an aviation sales product support company, and Era Group
Inc., a helicopter services and leasing company. In addition, he is
President of Fabrikant International Corporation, a privately owned
corporation engaged in marine investments. Fabrikant International
Corporation may be deemed an affiliate of SEACOR Marine.

John Gellert, 46, has served as the President and Chief Executive
Officer of SEACOR Marine since its formation. Mr. Gellert has been
Co-Chief Operating Officer of SEACOR Holdings since February 23,
2015 and will resign from such position upon consummation of the
Spin-Off. From May 2004 to February 2015, Mr. Gellert was Senior
Vice President of SEACOR Holdings. From June 1992, when Mr. Gellert
joined SEACOR Holdings, until July 2005, he had various financial,
analytical, chartering and marketing roles within SEACOR Holdings.
In addition, Mr. Gellert is an officer and director of certain
SEACOR Holdings subsidiaries.

Andrew R. Morse, 70, served on the SEACOR Holdings board of
directors since June 1998. Mr. Morse has been a Managing Director
and Senior Portfolio Manager of Morse, Towey and White, a
wholly-owned wealth management unit of High Tower Advisors Inc., a
Chicago based firm of investment advisors since July 31, 2010. In
addition, Mr. Morse serves on the Board of Directors and on the
Audit Committee of High Tower Advisors Inc. Mr. Morse was a
managing director and senior portfolio manager of UBS Financial
Services, Inc., from October 2001 until July 2010. Mr. Morse was
Senior Vice President-Investments of Salomon Smith Barney Inc. of
New York, an investment banking firm, and Smith Barney Inc., its
predecessor, from March 1993 to October 2001. Mr. Morse sits on
numerous philanthropic boards and is Treasurer of the American
Committee of the Weizmann Institute of Science and serves on the
Management Committee of the Weizmann Institute of Science in
Rehovot, Israel. Mr. Morse served as a director of Seabulk
International, Inc., both before and following its merger with
SEACOR Holdings in July 2005 until March 2006. In December 2015,
Mr. Morse became a member of the Board of Managers of KGP Realty, a
private residential property management company.

R. Christopher Regan, 61, served on the SEACOR Holdings board of
directors since September 2005. Mr. Regan is Co-Founder and, since
March 2002, Managing Director, of The Chartis Group, a management
consultancy group offering strategic, operational, risk management,
governance and compliance advice to U.S. healthcare providers,

suppliers and payers. Prior to co-founding The Chartis Group in
2001, Mr. Regan served from March 2001 to December 2001 as
President of H-Works, a healthcare management consulting firm and a
division of The Advisory Board Company. From January 2000 through
December 2000, Mr. Regan served as Senior Vice President of
Channelpoint, Inc., a healthcare information services company. Mr.
Regan also serves as a Trustee of Hamilton College and Ascension
Health Ventures.

Evan Behrens, 47, has been Senior Vice President of Business
Development at SEACOR Holdings since 2009 and will resign from such
position upon consummation of the Spin-Off. Mr. Behrens joined
SEACOR Holdings in 2008 and manages its involvement in numerous
investments and transactions. Prior to joining SEACOR Holdings, he
served as Fund Manager at Level Global Investors, L.P., which he
joined in October 2006. He served as an Investment Professional at
B Capital Advisors, L.P. He was a Founder of Infinity Point
(formerly Behrens Rubinoff Capital Partners). Mr. Behrens also
served in various positions at Paribas Corporation, Ulysses
Management, and SAC Capital Management. Mr. Behrens obtained an
A.B. degree in Political Science from the University of Chicago.

Ferris Hussein, 39, is a Managing Director at The Carlyle Group
focused on global infrastructure and energy opportunities. Prior to
joining Carlyle, Mr. Hussein served as a Vice President of
ExxonMobil where he oversaw acquisition strategy. Prior to
ExxonMobil, Mr. Hussein served as an attorney for the Republic of
Iraq and, prior to that, for the U.S. Department of Justice. Mr.
Hussein received his MBA from the University of Pennsylvania’s
Wharton School, JD from the University of Virginia School of Law,
and BA from the University of Michigan.

In addition, on May 10, 2017, the Board formed an Audit Committee,
a Compensation Committee and a Nominating and Corporate Governance
Committee. Messrs. Morse and Regan were appointed as the members of
the Audit Committee, and Messrs. Morse, Regan and Hussein were
appointed as the members of each of the Compensation Committee and
the Nominating and Corporate Governance Committee.

(e)

On May 10, 2017, the Board adopted the SEACOR Marine Holdings Inc.
2017 Equity Incentive Plan (the 2017 Plan) and the SEACOR Marine
Holdings Inc. 2017 Employee Stock Purchase Plan (the 2017 ESPP).
Such plans were also approved by SEACOR in its capacity as sole
shareholder of SEACOR Marine. Subject to adjustment as provided in
the 2017 Plan, 2,174,000 shares of SEACOR Marines common stock may
be issued in connection with awards under the 2017 Plan. Summaries
of the material terms of the 2017 Plan and the 2017 ESPP can be
found in the section entitled Compensation of Executive Officers in
SEACOR Marines Information Statement, filed as Exhibit 99.1 to this
Current Report on Form 8-K. Such summaries are qualified in their
entirety by reference to the full text of the SEACOR Marine
Holdings Inc. 2017 Equity Incentive Plan and the SEACOR Marine
Holdings Inc. 2017 Employee Stock Purchase Plan, copies of which
are attached hereto as Exhibits 10.6 and 10.7, respectively and are
incorporated herein by reference.

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.

Item 8.01 Other Events

SEACOR Marine previously filed with the SEC a registration
statement on Form 10, initially filed on December 14, 2016 (as
amended, the Registration Statement), relating to the Spin-Off. On
May 11, 2017, the Registration Statement was declared effective by
the SEC. The Registration Statement includes a preliminary
information statement that describes the Spin-Off and provides
important information regarding the Companys business and
management. The final information statement, dated May 12, 2017
(the Information Statement), is attached hereto as Exhibit 99.1.
The Information Statement will be mailed to SEACOR Holdings
stockholders on or about May 24, 2017.

Exhibit 99.1 is being furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference in any
registration statement or other document filed under the U.S.
Securities Act of 1933, as amended, except as otherwise expressly
stated in such filing.

On May 10, 2017, SEACOR Marine issued a press release announcing
the declaration by SEACOR’s board of the Spin-Off dividend, a copy
of which is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.