Long Term Debt | 6. LONG-TERM DEBT The Company’s long-term debt obligations as of December 31 were as follows (in thousands): 2023 2022 Recourse long-term debt (1) : Guaranteed Notes $ 90,000 $ 90,000 New Convertible Notes 35,000 35,000 2023 SMFH Credit Facility (2) 118,950 — 2018 SMFH Credit Facility (2) — 67,910 Sea-Cat Crewzer III Term Loan Facility 14,227 16,703 SEACOR Delta Shipyard Financing (3) 68,647 77,537 SEACOR Alpine Credit Facility (4) 26,200 — SEACOR Alpine Shipyard Financing (4) — 27,790 SEACOSCO Acquisition Debt (2) — 16,205 SEACOR 88/888 Term Loan (2) — 5,500 Tarahumara Shipyard Financing (2) — 5,597 SEACOR Offshore OSV (2) — 16,052 Total recourse long-term debt 353,024 358,294 Non-recourse long-term debt (5) : SEACOR 88/888 Term Loan (2) — 5,500 Total non-recourse long-term debt — 5,500 Total principal due for long-term debt 353,024 363,794 Current portion due within one year ( 28,365 ) ( 61,512 ) Unamortized debt discount ( 32,885 ) ( 37,511 ) Deferred financing costs ( 4,230 ) ( 4,652 ) Long-term debt, less current portion $ 287,544 $ 260,119 (1) Recourse debt represents debt issued by SEACOR Marine and/or its subsidiaries and guaranteed by SEACOR Marine or one of its operating subsidiaries as provided in the relevant debt agreements. (2) Proceeds from the 2023 SMFH Credit Facility, dated September 8, 2023, were used to satisfy in full the 2018 SMFH Credit Facility, the SEACOSCO Acquisition Debt, the SEACOR 88/888 Term Loan, the Tarahumara Shipyard Financing, and the SEACOR Offshore OSV debt. See details below. (3) SEACOR Delta Shipyard Financing includes vessel financing on the eight SEACOR Delta PSVs. See details below. (4) Proceeds from the SEACOR Alpine Credit Facility, dated June 16, 2023, were used to satisfy in full the SEACOR Alpine Shipyard Financing. See details below. (5) Non-recourse debt represents debt issued by one of the Company’s consolidated subsidiaries with no recourse to SEACOR Marine or its other non-obligor operating subsidiaries with respect to the applicable instrument, other than certain limited support obligations as provided in the respective debt agreements, which in aggregate are not considered to be material to the Company’s business and financial condition. The Company’s contractual long-term debt maturities from continuing operations for the years ended December 31 were as follows (in thousands): 2024 $ 28,365 2025 28,605 2026 152,405 2027 27,165 2028 110,257 Years subsequent to 2028 6,227 $ 353,024 As of December 31, 2023, the Company was in compliance with all debt covenants and lender requirements. The Carlyle Investment. On December 1, 2015, the Company issued $ 175.0 million in aggregate principal amount of its convertible senior notes due 2023 (the “Old Convertible Notes”), at an annual interest rate of 3.75 %, initially due December 1, 2022, (subsequently amended to December 2, 2023 as described below) to certain funds affiliated with The Carlyle Group Inc. (“Carlyle” and such funds, the “Carlyle Investors”). The Old Convertible Notes were convertible into shares of Common Stock at a conversion rate of 23.26 shares per $ 1,000 in principal amount of such notes, subject to certain conditions, or, into warrants to purchase an equal number of shares of Common Stock at an exercise price of $ 0.01 per share in order to facilitate the Company’s compliance with the provisions of the Jones Act. The Company bifurcated the embedded conversion option liability of $ 27.3 million from the Old Convertible Notes and recorded an additional debt discount (see “Note 8. Derivative Instruments and Hedging Strategies” and “Note 9. Fair Value Measurements”). The adjusted unamortized debt discount and issue costs of the Old Convertible Notes were amortized as additional non-cash interest expense over the remaining term of the debt for an overall effective interest rate of 7.95 % and the changes in the fair value of the bifurcated derivative were recorded as derivative income or loss. On May 2, 2018, the Company and the Carlyle Investors entered into an exchange transaction (the “Exchange”) pursuant to which Carlyle Investors exchanged $ 50.0 million in principal amount of the Old Convertible Notes for Warrants to purchase 1,886,792 shares of Common Stock (to facilitate compliance with the provisions of the Jones Act) at an exercise price of $ 0.01 per share, subject to adjustments (the “Carlyle Warrants”), representing an implied exchange rate of approximately 37.73 shares per $ 1,000 in principal amount of the Old Convertible Notes (equivalent to an exchange price of $ 26.50 per share). The Carlyle Warrants have a 25 -year term, which commenced May 2, 2018. The Company and Carlyle Investors also amended the $ 125.0 million in principal amount of Old Convertible Notes that remained outstanding following the Exchange to (i) increase the interest rate from 3.75 % per annum to 4.25 % per annum and (ii) extend the maturity date of the Old Convertible Notes by 12 months to December 1, 2023. The adjusted unamortized debt discount and issue costs of the Old Convertible Notes were amortized as additional non-cash interest expense over the remaining term of the debt for an overall effective interest rate of 9.29 % and the changes in the fair value of the bifurcated derivative were recorded as derivative income or loss. On October 5, 2022, SEACOR Marine and the Carlyle Investors entered into two agreements pursuant to which SEACOR Marine issued the Carlyle Investors (i) $ 90.0 million in aggregate principal amount of the Company’s 8.0 % / 9.5 % Senior PIK Toggle Notes due 2026 (the “Guaranteed Notes”) and (ii) $ 35.0 million aggregate principal amount of SEACOR Marine’s 4.25 % Convertible Senior Notes due 2026 (the “New Convertible Notes”) in exchange for all of SEACOR Marine’s Old Convertible Notes (the “Exchange Transactions”). During the year ended December 31, 2022, the Company recognized contractual interest expense of $ 4.0 million and amortization of debt discount and issue costs of $ 4.0 million, for total interest expense of $ 8.0 million. Guaranteed Notes. The Guaranteed Notes were issued pursuant to the Exchange Agreement (Guaranteed Notes) among SEACOR Marine, as issuer, Falcon Global Robert LLC, a wholly owned subsidiary of the Company (“FG Robert”), as the guarantor, and the Carlyle Investors (the “Guaranteed Notes Exchange Agreement”). Pursuant to the Guaranteed Notes Exchange Agreement, SEACOR Marine has the right to pay interest on the Guaranteed Notes (i) in cash at a rate of 8.0 % per annum (“Cash Interest”) or (ii) partly in cash and partly in-kind by increasing the principal amount of the Guaranteed Notes or issuing additional Guaranteed Notes at a rate of 9.5 % per annum (“Hybrid Interest”) with the cash portion of the Hybrid Interest bearing interest at a rate of 4.25 % per annum and in the in-kind portion of the Hybrid Interest bearing interest at a rate of 5.25 % per annum. The Guaranteed Notes mature on July 1, 2026. The Guaranteed Notes are guaranteed on a senior unsecured basis by FG Robert, the owner of the LB Robert liftboat. SEACOR Marine may redeem some or all of the Guaranteed Notes at any time in minimum denominations of $ 10.0 million, upon not less than 30 nor more than 60 calendar days’ notice, at a price equal to (a) 101 % of the principal amount of the Guaranteed Notes redeemed, if redeemed prior to October 1, 2024 and (b) 100 % of the principal amount of the Guaranteed Notes redeemed, if redeemed on or after October 1, 2024, in either case plus accrued and unpaid interest, if any, to, but not including, the redemption date, provided, SEACOR Marine may not redeem the Guaranteed Notes if the principal amount of Guaranteed Notes and New Convertible Notes outstanding will be equal to or less than $ 50.0 million in the aggregate, unless SEACOR Marine redeems all of the Guaranteed Notes in whole. The Guaranteed Notes Exchange Agreement contains certain customary covenants that among others, limit the ability of (i) SEACOR Marine and FG Robert to incur indebtedness, (ii) FG Robert to create or incur liens, (iii) SEACOR Marine to create liens on the ownership interest of FG Robert, (iv) FG Robert to sell assets, and (v) SEACOR Marine to sell the ownership interest of FG Robert, as well as customary representations and warranties made by SEACOR Marine, FG Robert and the Carlyle Investors and customary events of default. New Convertible Notes. The New Convertible Notes were issued pursuant to the Exchange Agreement (Convertible Notes) among SEACOR Marine, as issuer, and the Carlyle Investors (the “Convertible Notes Exchange Agreement”). The New Convertible Notes bear interest at a rate of 4.25 % per annum payable semi-annually in arrears and mature on July 1, 2026 . The New Convertible Notes are convertible into shares of Common Stock at the option of the holders at a conversion rate of 85.1064 shares per $ 1,000 in principal amount of New Convertible Notes (equivalent to a “Conversion Price” of $ 11.75 ) or into warrants to purchase an equal number of shares of Common Stock at an exercise price of $ 0.01 per share in order to facilitate SEACOR Marine’s compliance with the provisions of the Jones Act. In addition, SEACOR Marine has the right to cause the mandatory conversion of the New Convertible Notes into Common Stock if the daily volume-weighted average price (“VWAP”) of the Common Stock equals or exceeds (A) in the case of New Convertible Notes held by affiliates of Carlyle, 150 % of the Conversion Price and (B) in the case of New Convertible Notes held by any Person other than affiliates of Carlyle, 115 % of the Conversion Price, in each case for each of the 20 consecutive trading days. If SEACOR Marine undergoes a Company Fundamental Change (as defined in the Convertible Notes Exchange Agreement), the holders of the New Convertible Notes may require SEACOR Marine to purchase for cash all or part of the New Convertible Notes at a price equal to 100 % of the principal amount the New Convertible Notes to be purchased, plus accrued and unpaid interest to the date of purchase. The New Convertible Notes may be redeemed, in whole but not in part and only if certain conditions are met, as more fully described in the Convertible Notes Exchange Agreement, at a price equal to 100 % of the principal amount of the New Convertible Notes to be redeemed, plus accrued and unpaid interest to the date of redemption. Under the Convertible Notes Exchange Agreement, the Carlyle Investors have the ability to nominate one director to the Board of Directors but currently do not exercise this right. The Convertible Notes Exchange Agreement contains customary representations and warranties made by SEACOR Marine and the Carlyle Investors and contains customary events of default and covenants. The conversion option of the New Convertible Notes qualified as an exception from the derivative accounting treatment under Accounting Standards Codification 815. Accordingly, the conversion option was not bifurcated and the debt was recorded at fair value. The adjusted unamortized debt discount and issue costs are being amortized as additional non-cash interest expense over the remaining term of the New Convertible Notes for an overall effective interest rate of 9.46 %. As of December 31, 2023, the unamortized discount and issue costs were $ 3.7 million and $ 0.4 million, respectively, for a total net carrying amount of $ 30.9 million. In addition, during the year ended December 31, 2023, the Company recognized contractual interest expense of $ 2.9 million and amortization of debt discount and issue costs of $ 1.4 million, for total interest expense of $ 4.3 million. As of December 31, 2022, the unamortized discount and issue costs were $ 4.9 million and $ 0.6 million, respectively, for a total net carrying amount of $ 29.5 million. In addition, during the year ended December 31, 2022, the Company recognized contractual interest expense of $ 0.7 million and amortization of debt discount and issue costs of $ 0.3 million, for total interest expense of $ 1.0 million. 2023 SMFH Credit Facility. On September 8, 2023, SEACOR Marine, as parent guarantor, SEACOR Marine Foreign Holdings Inc. (“SMFH”), as borrower, and certain other wholly owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a $ 122.0 million senior secured term loan (the “2023 SMFH Credit Facility”) with certain affiliates of EnTrust Global, as lenders, Kroll Agency Services, Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee for the purposes of creating a more rational and efficient capital structure for the Company by consolidating a number of different credit facilities with different lending groups into a single facility. The proceeds of the 2023 SMFH Credit Facility were used to: (x) refinance approximately $ 104.8 million of existing principal indebtedness comprised of: (a) $ 61.1 million incurred under the 2018 SMFH Credit Facility (as defined below), (b) $ 11.0 million incurred under the SEACOR 88/888 Term Loan (as defined below), (c) $ 15.1 million incurred under the SEACOR OSV Credit Facility (as defined below), (d) $ 13.7 million incurred under the SEACOSCO Acquisition Debt (as defined below), and (e) $ 3.9 million incurred under the Tarahumara Shipyard Financing (as defined below), which payoff amount reflects a 7 % discount to book value, (y) acquire 100 % ownership of the Amy Clemons McCall, a 2014 built FSV, previously operated under lease and now pledged as collateral under the 2023 SMFH Credit Facility, and (z) satisfy accrued and unpaid interest, fees, and general corporate purposes. The funds available under the 2023 SMFH Credit Facility were fully drawn on September 14, 2023. The 2023 SMFH Credit Facility matures on September 14, 2028, with quarterly amortization of 2.5 % of the initial loan advanced thereunder, with the remaining outstanding principal amount due on the maturity date. The 2023 SMFH Credit Facility bears interest at a fixed rate of 11.75 % per annum. The loan may be prepaid at any time in amounts of $ 1,000,000 or greater, subject to: (a) prior to the 12-month anniversary of funding, a premium equal to the remaining unpaid interest due over the first 15 months of the loan, and (b) after the 12-month anniversary of funding and prior to the 30-month anniversary of funding, a decreasing premium ranging from 3.00 % to 1.00 % of the amount prepaid . The 2023 SMFH Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The 2023 SMFH Credit Facility restricts the payment of dividends and distributions and the ability of the borrower and subsidiary guarantors to make certain investments, subject to important exceptions. In addition, the 2023 SMFH Credit Facility includes customary events of default. SEACOR Marine issued a guaranty with respect to the obligations of the Borrower under the 2023 SMFH Credit Facility and related documents (the “2023 SMFH Credit Facility Guaranty”). The 2023 SMFH Credit Facility Guaranty includes, among other customary covenants, various financial covenants, including (A) minimum Cash and Cash Equivalents (as defined in the 2023 SMFH Credit Facility) of the greater of $ 20.0 million and 7.5 % of Net Interest-Bearing Debt (as defined in the 2023 SMFH Credit Facility), (B) minimum Equity Ratio (as defined in the 2023 SMFH Credit Facility) of 35 %, and (C) maximum Debt-to-Capitalization Ratio (as defined in the 2023 SMFH Credit Facility) of 65 %. The Company was in compliance with all such covenants as of December 31, 2023. The 2023 SMFH Credit Facility Guaranty also restricts the payment of dividends and distributions and includes certain restrictions on the prepayment of unsecured indebtedness. During the year ended December 31, 2023, the Company expensed $ 1.8 million of payments for early terminations fees and $ 0.2 million of unamortized debt issue costs related to the debt extinguishment. 2018 SMFH Credit Facility. On September 26, 2018, SMFH, a wholly owned subsidiary of the Company, entered into a $ 130.0 million loan facility with a syndicate of lenders administered by DNB Bank ASA (as amended from time to time, the “2018 SMFH Credit Facility”) that was secured by mortgages on certain vessels owned by the Company’s vessel owning subsidiaries as well as an assignment of earnings from those subsidiaries. The obligations of SMFH under the 2018 SMFH Credit Facility were guaranteed by SEACOR Marine (as amended from time to time, the “2018 SMFH Credit Facility Guaranty”). Principal payments of $ 3.3 million per quarter under the 2018 SMFH Credit Facility began in December 2018. As amended on September 29, 2022, the 2018 SMFH Credit Facility and 2018 SMFH Credit Facility Guaranty provided for, among other things, (i) a $ 5.3 million prepayment of the 2018 SMFH Credit Facility thereby reducing the amount outstanding thereunder to approximately $ 74.7 million as of such date, (ii) the establishment of Tranche A and Tranche B loans under the 2018 SMFH Credit Facility (each as defined the 2018 SMFH Credit Facility) and (iii) the change in the reference rate for Tranche B from LIBOR to SOFR. Tranche A was comprised of approximately $ 19.8 million of the principal amount of the loan and maintained the same Margin (as defined in the 2018 SMFH Credit Facility) over LIBOR of 4.75 % per annum through December 31, 2022, thereafter reverting to 3.75 % per annum and the same maturity date of September 30, 2023 . Tranche B was comprised of approximately $ 54.9 million of the principal amount of the loan, permanently maintained the Margin over SOFR (previously LIBOR) at 4.75 % per annum and extended the maturity date from September 30, 2023 to March 31, 2026 . Proceeds from the 2023 SMFH Credit Facility were used to satisfy in full the 2018 SMFH Credit Facility. Sea-Cat Crewzer III Term Loan Facility. On April 21, 2016, Sea-Cat Crewzer III LLC, a wholly owned subsidiary of the Company (“Sea-Cat Crewzer III”) entered into a € 27.6 million term loan facility (payable in U.S. dollars) secured by the vessels owned by Sea-Cat Crewzer III and fully guaranteed by SEACOR Marine (the “Sea-Cat Crewzer III Loan Facility”). Borrowings under the facility bear interest at a Commercial Interest Reference Rate of 2.76 % per annum. During the years ended December 31, 2017 and 2016, Sea-Cat Crewzer III drew $ 7.1 million and $ 22.8 million, respectively, under the facility and incurred issue costs of $ 2.7 million in 2016 related to this facility. During the year ended December 31, 2018 Sea-Cat Crewzer III made scheduled payments of $ 3.1 million, related to this facility. On December 26, 2019, Sea-Cat Crewzer III, SEACOR Marine, Banco Santander S.A. (as mandated lead arranger and agent), and Santander Bank, N.A. (as lender) entered into Amendment No. 1 to the Sea-Cat Crewzer III Loan Facility, which provided for, among other things, an increase to the maximum debt to capitalization ratio required to be maintained thereunder. On December 24, 2020, Sea-Cat Crewzer III, SEACOR Marine, Banco Santander S.A. (as mandated lead arranger and agent), and Santander Bank, N.A. (as lender) entered into Amendment No. 2 to the Sea-Cat Crewzer III Loan Facility, which provided for, among other things, a waiver of the covenant breaches related to maximum debt to capitalization ratio and the exclusion of certain obligations of the guarantor from the guarantor’s net financial debt for purposes of calculating the guarantor’s permitted net financial debt to equity. The original loan agreement did not expressly exclude certain obligations of the guarantor, including but not limited to non-recourse obligations. On July 3, 2023, Sea-Cat Crewzer III, SEACOR Marine, Banco Santander S.A. (as mandated lead arranger and agent), and Santander Bank, N.A. (as lender) entered into Amendment No. 3 to the Sea-Cat Crewzer III Loan Facility, which provided for an amendment of the substitute reference rate from LIBOR to SOFR. As of December 31, 2023, Sea-Cat Crewzer III was in compliance with all debt covenants and lender requirements. SEACOR Delta Shipyard Financing. Eight PSVs built by COSCO Shipping Heavy Industry (Guangdong) Co., Ltd. (the “COSCO (Guangdong) Shipyard” and such PSVs, the “SEACOR Delta PSVs”) were acquired by vessel owning subsidiaries (“SEACOR Delta SPVs”) of SEACOR Offshore Delta LLC, a wholly owned subsidiary of the Company and formerly known as SEACOSCO Offshore LLC, pursuant to deferred purchase agreements with COSCO (Guangdong) Shipyard (the “SEACOR Delta Shipyard Financing”). The SEACOR Delta Shipyard Financing provides for amortization of the purchase price for each SEACOR Delta PSV over a period of 10 years from delivery bearing a floating annual interest rate of three-month LIBOR plus 4.0 %. SEACOR Offshore Delta LLC has taken delivery of all eight SEACOR Delta PSVs, seven with a 2018 or 2019 year of build, and one with a 2020 year of build. The payment obligations of the SEACOR Delta SPVs under the SEACOR Delta Shipyard Financing for each vessel is secured by a first lien mortgage on the vessel and a pledge of the SEACOR Delta SPV’s equity, and SEACOR Marine provided a limited deficiency guarantee solely with respect to the shortfall in vessel collateral value, if any, in the event the COSCO (Guangdong) Shipyard exercises its remedies under the mortgages. SEACOR Alpine Credit Facility. On June 16, 2023, SEACOR Alps LLC (“SEACOR Alps”), SEACOR Andes LLC (“SEACOR Andes”), and SEACOR Atlas LLC (“SEACOR Atlas” and, together with SEACOR Alps and SEACOR Andes, the “SEACOR Alpine Borrowers”), each a wholly owned subsidiary of the Company, as borrowers, entered into a $ 28.0 million senior secured term loan facility, by and among the SEACOR Alpine Borrowers, SEACOR Marine, as a guarantor, SEACOR Marine Alpine LLC, a wholly owned subsidiary of the Company, and Mountain Supply LLC, an affiliate of Hudson Structured Capital Management, as lender, facility agent and security trustee (the “SEACOR Alpine Credit Facility”). The proceeds of the SEACOR Alpine Credit Facility were made available to the SEACOR Alpine Borrowers in three tranches and were used to satisfy in full amounts outstanding under the SEACOR Alpine Shipyard Financing (as defined below). The funds available under the SEACOR Alpine Credit Facility were fully drawn on June 27, 2023. The SEACOR Alpine Credit Facility matures on June 27, 2028 (the “SEACOR Alpine Maturity Date”). The principal amount of each of the three tranches of the SEACOR Alpine Credit Facility is to be repaid in monthly installments of (i) $ 100,000 for the first eight ( 8 ) installments, (ii) $ 140,000 for the following twenty-four ( 24 ) installments, and (iii) $ 100,000 for each installment thereafter until the SEACOR Alpine Maturity Date. The SEACOR Alpine Credit Facility bears interest at a fixed rate of 10.25 % per annum. The loan may be prepaid at any time in amounts of $ 500,000 or greater, subject to the payment of prepayment interest in respect of the loan or tranche (or portions thereof) being prepaid as follows: (A) if such prepayment is made prior to the first anniversary of the drawdown date, an amount equal to the greater of (x) the amount of unpaid interest which would have accrued until the first anniversary of the drawdown date and (y) 1.5 % of the principal amount of the loan being prepaid, (B) if such prepayment is made on or after the first anniversary of the drawdown date but prior to the third anniversary of the drawdown date, 1.0 % of the principal amount of the loan being prepaid, and (C) if such prepayment is made on or after the third anniversary of the drawdown date, no prepayment interest shall be payable. The SEACOR Alpine Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, including the maintenance of certain ratios such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The SEACOR Alpine Credit Facility restricts the payment of dividends and distributions and the ability of the SEACOR Alpine Borrowers to make certain investments. In addition, the SEACOR Alpine Credit Facility includes customary events of default. In connection with the SEACOR Alpine Credit Facility, SEACOR Marine issued a guaranty with respect to the obligations of the SEACOR Alpine Borrowers under the SEACOR Alpine Credit Agreement and related documents. This guaranty includes, among other customary covenants, various financial covenants, including minimum liquidity, and debt-to-capitalization and interest coverage ratios. On September 8, 2023, SEACOR Marine entered into an amended and restated guaranty (“A&R SEACOR Alpine Credit Facility Guaranty”) with respect to the SEACOR Alpine Credit Facility. The A&R SEACOR Alpine Credit Facility Guaranty aligns the financial covenants and conditions relating to the payment of dividends and distributions reflected therein with those reflected in the 2023 SMFH Credit Facility Guaranty described above. SEACOR Alpine Shipyard Financing. In 2019, the Company committed to take possession of three Rolls Royce UT 771 CDL designed diesel electric powered PSVs of 3,800 tons delivered deadweight capacity with dynamic position class 2 and firefighting class 1 notations. As part of this transaction, the shipbuilder, COSCO Shipping Heavy Industry (Zhoushan) Co. Ltd., agreed to finance 70 % of the cost of each of these vessels pursuant to a deferred payment agreement (the “SEACOR Alpine Shipyard Financing”). The SEACOR Alpine Shipyard Financing called for increasing quarterly payments of principal and interest payments that bear interest at a fixed annual rate of 5 % over a four-year term from delivery. The payment obligations were secured by a first priority mortgage on the three vessels acquired. The Company took delivery of the three vessels, namely the SEACOR Alps, the SEACOR Andes and the SEACOR Atlas on September 30, 2019, April 20, 2020 and August 10, 2020, respectively. Proceeds from the SEACOR Alpine Credit Facility were used to satisfy in full the SEACOR Alpine Shipyard Financing. SEACOSCO Acquisition Debt. On June 30, 2020, the Company completed the acquisition of the 50 % membership interest in SEACOR Offshore Delta LLC, formerly known as SEACOSCO Offshore LLC (such remaining interests, the “SEACOSCO Interests”) that it did not already own. SEACOR Offshore Delta LLC is the owner of the eight SEACOR Delta PSVs. The price payable by the Company for the SEACOSCO Interests was $ 28.2 million (the “SEACOSCO Purchase Price”), $ 8.4 million of which was paid to the sellers (the “SEACOSCO Sellers”) at the closing. The deferred portion of the SEACOSCO Purchase Price was payable in annual installment payments of $ 1.0 million, $ 2.5 million and $ 2.5 million in the first, second and third year after the signing date of the acquisition, respectively, with the remaining $ 13.7 million due four years after such date (such deferred portion of the SEACOSCO Purchase Price, “SEACOSCO Acquisition Debt”). The SEACOSCO Acquisition Debt accrued interest at a fixed annual rate of 1.5 %, 7.0 %, 7.5 % and 8.0 % for the first through fourth years after the signing date, respectively. Proceeds from the 2023 SMFH Credit Facility were used to satisfy in full the SEACOSCO Acquisition Debt. SEACOR 88/888 Term Loan Facility. On July 5, 2018, SEACOR 88 LLC and SEACOR 888 LLC, each a wholly owned subsidiary of the Company, entered into a certain $ 11.0 million senior secured loan agreement with DNB Bank ASA, New York Branch and DNB Capital LLC (as amended, the “SEACOR 88/888 Term Loan”), and used the funds to acquire two AHTS vessels, the SEACOR 88 and SEACOR 888, that were previously managed (but not owned) by the Company. The SEACOR 88/888 Term Loan was secured by the SEACOR 88 and SEACOR 888 vessels, and SEACOR Marine provided a limited guaranty of such loan under which claims recoverable from SEACOR Marine shall not exceed the lesser of (x) $ 5.5 million and (y) 50 % of the obligations outstanding at the time a claim is made thereunder. The SEACOR 88/888 Term Loan was amended on August 2, 2022 to provide for, among other things, (i) the extension of the maturity date of the SEACOR 88/888 Term Loan from June 29, 2023 to July 1, 2024, (ii) the change in the reference rate from LIBOR to SOFR and (iii) the amendment of the applicable annual interest rate margin over SOFR (previously LIBOR) from 3.75 % to 4.75 %. Proceeds from the 2023 SMFH Credit Facility were used to satisfy in full the SEACOR 88/888 Term Loan. Tarahumara Shipyard Financing. On July 9, 2021, SMLLC took delivery of the vessel named SEACOR Tarahumara, a 2021 built PSV. Effective upon such delivery and as partial consideration for the acquisition of the vessel, SMLLC entered into a loan agreement with Master Boat Builders, Inc. with respect to a term loan in the amount of $ 6.5 million. This term loan matures in 2025 with interest-only payments for the first year, with the loan fully amortizing on a straight-line basis over the remaining term. The term loan bears interest at a fixed annual rate of 6 % and is secured by a first lien mortgage on the vessel. SMLLC is the sole borrower under the loan agreement (the “Tarahumara Shipyard Financing”). Proceeds from the 2023 SMFH Credit Facility were used to satisfy in full the Tarahumara Shipyard Financing, at a 7 % discount to book value. SEACOR Offshore OSV. In connection with the OSV Partners Merger, completed on December 31, 2021, SEACOR Marine and SEACOR Offshore OSV assumed and guaranteed approximately $ 18.1 million of OSV Partners I’s third-party indebtedness outstanding under that certain second amended and restated credit facility agreement with DNB Capital LLC and Comerica Bank, as lenders, and administered by DNB Bank ASA, New York Branch, dated as of December 31, 2021 (as amended from time to time, the “SEACOR OSV Credit Facility”). The Company’s payment obligations under the SEACOR OSV Credit Facility were secured by a first lien mortgage on the five acquired vessels. On December 22, 2022, the SEACOR OSV Credit Facility was amended to provide for, among other things, the division of the loans under the SEACOR OSV Credit Facility into two tranches of debt, Class A Debt (as defined in the SEACOR OSV Credit Facility) deemed loaned under the SEACOR OSV Credit Facility by DNB Capital LLC in an amount of approximately $ 10.9 million as of the date of the amendment, and Class B Debt (as defined in the SEACOR OSV Credit Facility) deemed loaned under the SEACOR OSV Credit Facility by Comerica Bank in an amount of approximately $ 5.6 million as of the date of the amendment. In addition, (a) the Final Payment Date (as defined in the SEACOR OSV Credit Facility) of the Class A Debt was extended from December 31, 2023 to March 31, 2026 , (b) the Margin (as defined in the SEACOR OSV Credit Facility) of the Class A Debt was increased from 4.68 % per annum to 4.75 % per annum, and (c) the amortization profile of the SEACOR OSV Credit Facility was amended such that the borrowers thereunder are required to pay $ 500,000 per quarter up to and including the quarter ending on December 31, 2023 (at which point all amounts outstanding under the Class B Debt shall become due and payable), and $ 330,450 per quarter thereafter up to and including March 31, 2026 . The Class B Debt maintained substantially the same terms and conditions under the SEACOR OSV Credit Facility as it had prior to Amendment No. 8. Proceeds from the 2023 SMFH Credit Facility were used to satisfy in full the SEACOR OSV Credit Facility. Falcon Global. On June 10, 2021, SEACOR Marine, Falcon Global USA LLC, a wholly owned subsidiary of the Company (“FGUSA”), and certain subsidiaries of FGUSA, entered into a Second Amendment and Conditional Payoff Agreement (the “Conditional Payoff Agreement”) in respect of that certain (i) term and revolving loan facility, dated as of February 8, 2018, administered by JPMorgan Chase Bank, N.A. (as amended, the “FGUSA Credit Facility”) and (ii) obligation guaranty issued by SEACOR Marine, dated February 8, 2018, pursuant to which SEACOR Marine provided a guarantee of certain limited obligations of FGUSA under the FGUSA Credit Facility (as amended, the “FGUSA Obligation Guaranty”). Under the terms of the Conditional Payoff Agreement, the $ 117.3 million of principal outstanding under the FGUSA Credit Facility was deemed satisfied |