Execution Version
Exhibit 1.1
SEACOR MARINE HOLDINGS INC.
Common Stock
(par value $0.01 per share)
At Market Issuance Sales Agreement
November 1, 2023
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, New York 10171
Ladies and Gentlemen:
SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “Agent”), as follows:
The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-262447), including a base prospectus, relating to certain securities, including the Common Stock to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the
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Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares.
Except where the context otherwise requires, such registration statement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement,” and the related prospectus covering the Common Stock dated February 11, 2022 filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter referred to as the “Base Prospectus”. “Prospectus Supplement” means the final prospectus supplement covering the Placement Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, in the form furnished by the Company to the Agent in connection with the offering of the Placement Shares. Except where the context otherwise requires, “Prospectus” means the Base Prospectus, as supplemented by the Prospectus Supplement and the most recent Interim Prospectus Supplement, if any. As used herein, any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus or any Interim Prospectus Supplement shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, any Interim Prospectus Supplement or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document subsequently filed by the Company with the Commission pursuant to the Exchange Act and incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).
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Any certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.
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the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached to this Agreement. The requirement to provide a certificate under this Section 7(k) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement
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Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(k), then before the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate in conformity with this Section 7(k) dated as of the date of the Placement Notice.
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provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Agent Information (as defined below).
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B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, New York 10171
Attention: General Counsel
Email: atmdesk@brileyfin.com
with a copy to:
Morgan, Lewis & Bockius LLP
1400 Page Mill Road
Palo Alto, CA 94304
Attention: Albert Lung
Email: albert.lung@morganlewis.com
and if to the Company, shall be delivered to:
SEACOR Marine Holdings Inc.
c/o Legal Department
12121 Wickchester Lane
Suite 500
Houston, TX 77079
Attention: Andrew H. Everett III
Email: aeverett@seacormarine.com
with copies to:
Milbank LLP
55 Hudson Yards
New York, New York 10001
Attention: Brett Nadritch
Email: bnadritch@milbank.com
Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a
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Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.
An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.
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“Applicable Time” means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement and (iii) each Settlement Date.
“Governmental Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing.
“Interim Prospectus Supplement” shall mean any prospectus supplement prepared and filed pursuant to Rule 424(b) as provided by Section 7(j) of this Agreement.
“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.
All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be.
All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.
[Signature Page Follows]
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If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.
Very truly yours,
SEACOR MARINE HOLDINGS INC.
By: /s/ Jesús Llorca
Name: Jesús Llorca
Title: Executive Vice President and Chief Financial Officer
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Accepted: As of the date first written above
B. RILEY SECURITIES, INC.
By: /s/ Patrice McNicoll
Name: Patrice McNicoll
Title: Co-Head of Investment Banking
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SCHEDULE 1
Form of Placement Notice |
From: SEACOR Marine Holdings Inc.
To: B. Riley Securities, Inc.
Attention: [●]
Subject: Placement Notice
Date: [●], 2023
Ladies and Gentlemen:
Pursuant to the terms and subject to the conditions contained in the At Market Issuance Sales Agreement between SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”) and B. Riley Securities, Inc. (the “Agent”), dated November 1, 2023, the Company hereby requests that the Agent sell up to [●] of the Company’s Common Stock, par value $0.01 per share, at a minimum market price of $[●] per share, during the time period beginning [month, day, time] and ending [month, day, time].
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SCHEDULE 2
Compensation |
The Company shall pay to the Agent in cash, upon each sale of Placement Shares through the Agent pursuant to this Agreement, an amount up to 3.0% of the aggregate gross proceeds from each sale of Placement Shares.
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SCHEDULE 3
Notice Parties |
The Company
John Gellert (jgellert@seacormarine.com)
Jesús Llorca (jllorca@seacormarine.com)
The Agent
Patrice McNicoll (pmcnicoll@brileyfin.com)
Seth Appel (sappel@brileyfin.com)
Ernie Dahlman (edahlman@brileyfin.com)
Natalie Bend (nbend@brileyfin.com)
With copies to: atmadmin@brileyfin.com
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SCHEDULE 4
Subsidiaries |
Company Jurisdiction
Falcon Global USA LLC Delaware
Falcon Global International LLC Marshall Islands
SEACOR LB Offshore (MI) LLC Marshall Islands
Falcon Global Holdings LLC Delaware
SEACOR LB Holdings LLC Delaware
SEACOR Marine LLC Delaware
SEACOR Acadian Companies Inc. Delaware
SEACOR Offshore Delta LLC Marshall Islands
SEACOR Offshore Asia LLC Marshall Islands
SEACOR Marine Asia Holdings Inc. Marshall Islands
SEACOR Marine Foreign Holdings Inc. Marshall Islands
SEACOR Marine International Holdings LLC Marshall Islands
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Form of Representation Date Certificate Pursuant to Section 7(k)
The undersigned, the duly qualified and elected [Chief Executive Officer][Chief Financial Officer], of SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(k) of the Sales Agreement, dated November 1, 2023 (the “Sales Agreement”), between the Company and B. Riley Securities, Inc., that to the best of the knowledge of the undersigned:
(i) The representations and warranties of the Company in Section 6 of the Sales Agreement are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; provided, however, that such representations and warranties also shall be qualified by the disclosure included or incorporated by reference in the Registration Statement and Prospectus; and
(ii) The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof.
Capitalized terms used herein without definition shall have the meanings given to such terms in the Sales Agreement.
| SEACOR MARINE HOLDINGS INC.
By: |
| Name: |
| Title: |
Date: [●]
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Exhibit 23
Permitted Free Writing Prospectus
None.