UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2019
SEACOR Holdings Inc.
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(Exact name of registrant as specified in its charter)
Delaware | 1-12289 | 13-3542736 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2200 Eller Drive,P.O. Box 13038,Fort Lauderdale, Florida | 33316 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: | (954) 523-2200 |
Not Applicable
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Former name or former address, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $.01 per share | CKH | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As described in the Current Report on Form 8-K filed by SEACOR Holdings Inc. (the “Company”) on August 8, 2019, the Company, through certain subsidiaries, became the sole owner of the SEA-Vista joint venture on August 2, 2019, acquiring the 49% interest therein that had been owned by ACP III Tankers, LLC (the “Seller”), an affiliate of Avista Capital Partners (“Avista”), for purchase consideration consisting of (i) 1,500,000 shares of common stock, par value $0.01 per share, of the Company (the “Consideration Shares”), which shares were issued by the Company to the Seller in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) $105,998,082 in cash paid by a subsidiary of the Company to the Seller. The Company has been advised that all of the Consideration Shares have been distributed by Avista to its partners pursuant to the Company’s effective registration statement on Form S-3 under the Securities Act (File No. 333-230111).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SEACOR Holdings Inc. | ||
By: | /s/ William C. Long | |
Name: | William C. Long | |
Title: | Executive Vice President | |
Chief Legal Officer & Corporate Secretary | ||
Date: November 15, 2019