Seacor Holdings Inc. announced today that it has entered into a definitive agreement with an affiliate of American Industrial Partners, 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 Dec. 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,” Charles Fabrikant, executive chairman and CEO of Seacor, said in a statement. “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,” Jason Perri, partner of AIP, said in a prepared statement. “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 CEO.
Foros acted as financial advisor to Seacor. Milbank LLP acted as Seacor's legal advisor, and Ropes & Gray LLP acted as legal advisor to AIP.
Seacor is a diversified holding company with interests in domestic and international transportation and logistics, crisis and emergency management, and clean fuel and power solutions. Seacor is publicly traded on the New York Stock Exchange under the symbol CKH. The Seacor company Seabulk operates a fleet of ship-assist and terminal support tugs, and bunkering barges. Other Seacor companies include Waterman, which operates four U.S.-flag roll-on/roll-off (RoRo) vessels, and SCF, which operates 1,145 inland barges, according to its website. In addition to a large fleet of barges, SCF owns and operates towboats, inland terminals and loading facilities, warehousing, storage and distribution centers, fleeting operations and shipyard and dock services.
AIP is an operationally oriented private equity firm that makes control investments in industrial businesses serving domestic and global markets. The firm has deep roots in the industrial economy and has been active in private equity investing since 1989. To date, AIP has completed over 100 transactions and currently has more than $7 billion of assets under management on behalf of leading pension, endowment and financial institutions.