8-K

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 30, 2015

SEACOR Holdings Inc.

__________________________________________

(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, Fort Lauderdale, Florida		33316
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 523-2200

Not Applicable

____________________________________________

Former name or former address, if changed since last report

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:

[  ]  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))

Item 1.01 Entry into a Material Definitive Agreement.

On November 30, 2015, SEACOR Marine Holdings Inc., (“SEACOR Marine”), a wholly-owned subsidiary of SEACOR Holdings Inc. (“SEACOR Holdings”), entered into a note purchase agreement (the “Note Purchase Agreement”) with the purchasers named therein (collectively, the “Purchasers”), under which SEACOR Marine will issue $175.0 million aggregate principal amount of its 3.75% Convertible Senior Notes due 2022 (the “Notes”) on the morning of December 1, 2015. In connection with the Note Purchase Agreement, SEACOR Holdings entered into an exchange agreement, dated November 30, 2015, (the “Exchange Agreement”) with SEACOR Marine and the Purchasers, pursuant to which, under limited circumstances, the Notes may be exchanged for shares of SEACOR Holdings common stock. In addition, SEACOR Marine agreed to provide registration rights to the Purchasers pursuant to a registration rights agreement with the Purchasers (the “SEACOR Marine Registration Rights Agreement”) and SEACOR Holdings agreed to provide registration rights to the Purchasers pursuant to a registration rights agreement with the Purchasers (the “SEACOR Holdings Registration Rights Agreement”). In connection with the issuance and sale of the Notes, SEACOR Holdings also entered into an investment agreement (the “Investment Agreement”) by and among SEACOR Holdings, SEACOR Marine and the Purchasers, which will govern the rights and obligations of SEACOR Holdings, SEACOR Marine and the Purchasers, prior to, at the time of, and after a contemplated spin-off of SEACOR Marine from SEACOR Holdings (the “Spin-Off,” and the date of the Spin-Off, the “Spin-Off Date”).

The Notes, the Note Purchase Agreement and the SEACOR Marine Registration Rights Agreement

The Notes will mature on December 1, 2022. The Notes will bear interest at a rate of 3.75% per annum from December 1, 2015. Interest will be payable semi-annually in arrears on December 15 and June 15 of each year, beginning June 15, 2016.

Holders may convert their Notes into shares of SEACOR Marine common stock at their option at any time after the Spin-Off, and prior to the close of business on the second business day immediately preceding the maturity date. Upon conversion, SEACOR Marine will satisfy its conversion obligation by delivering shares of SEACOR Marine common stock or, under certain circumstances, warrants to purchase shares of SEACOR Marine common stock, based on the applicable conversion rate at such time. The initial conversion rate of the Notes will be 23.26 shares of SEACOR Marine common stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $43 per share of SEACOR Marine common stock, subject to customary anti-dilution adjustments.

The Notes will be redeemable at SEACOR Marine’s option (i) prior to the Spin-Off Date, upon any occurrence of a fundamental change at either SEACOR Marine or SEACOR Holdings and (ii) on or after the Spin-Off Date, if the daily volume-weighted average price of SEACOR Marine common stock has been at least 150% of the applicable conversion price for at least 20 consecutive trading days, as further described in the Note Purchase Agreement. The redemption price for Notes redeemed in connection with a fundamental change will equal the greater of (i) 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to but excluding the redemption date and (ii) an amount of cash equal to the fair market value of the consideration the holder would have received in the fundamental change had it converted all of its Notes into SEACOR Marine or SEACOR Holdings common stock, as applicable, immediately prior to consummation of the fundamental change. The redemption price for the Notes redeemed on or after the Spin-Off Date will equal 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to but excluding the redemption date. No sinking fund will be provided for the Notes and the Notes will not be subject to defeasance.

If, following the Spin-Off, SEACOR Marine undergoes a fundamental change, the holders of the Notes will have the right, at their option, to require SEACOR Marine to purchase all, or any portion of their Notes at a price equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, if any, to but excluding the fundamental change repurchase date. The holders of the Notes will also have the right, at their option, to require SEACOR Marine to purchase all or any portion of their Notes for cash on December 1, 2017, the second anniversary following the issuance of the Notes, if the Spin-Off has not been consummated at a price equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, if any, to but excluding the specified repurchase date.

The Note Purchase Agreement contains customary representations and warranties, events of default and covenants for offerings of this type. The Note Purchase Agreement also provides Carlyle (as defined in the Note Purchase Agreement) with certain rights to observe SEACOR Marine board meetings. This board observation right terminates at the time Carlyle owns less than the lesser of $50.0 million in aggregate principal amount of Notes or a combination of Notes and Common Stock representing 5% of Common Stock outstanding on a fully diluted basis, assuming the conversion of all such Notes held by Carlyle.

The Notes and shares of SEACOR Marine common stock and warrants to purchase shares of SEACOR Marine common stock, each issuable upon conversion of the Notes, will be entitled to customary registration rights pursuant to the SEACOR Marine Registration Rights Agreement. To the extent that SEACOR Marine does not fulfill certain of its obligations under the SEACOR Marine Registration Rights Agreement, additional interest will accrue on the Notes initially at a rate of 0.25% per annum, and may increase to a rate not to exceed 0.50% per annum.

The Notes and shares of SEACOR Marine common stock and warrants to purchase shares of SEACOR Marine common stock, each issuable in certain circumstances upon the conversion of the Notes, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”).

The Exchange Agreement and the SEACOR Holdings Registration Rights Agreement

Under the Exchange Agreement, holders may exchange their Notes for shares of SEACOR Holdings common stock at their option at any time after the earlier of (i) the date that is the second anniversary of the issuance of the Notes if, and only if, the Spin-Off has not been consummated as of such date and (ii) the date on which SEACOR Marine represents in excess of 75% of the consolidated book value of SEACOR Holdings’ assets. Further, prior to the Spin-Off Date, if SEACOR Marine calls any of the Notes for optional redemption, holders will have the option to exchange their Notes being called for redemption for SEACOR Holdings common stock. The holders’ right to exchange their Notes for shares of SEACOR Holdings common stock terminates upon consummation of the Spin-Off, unless the holders are exchanging their Notes as part of an optional redemption and SEACOR Marine defaults in its obligation to pay the redemption price.

SEACOR Holdings will satisfy its exchange obligation by delivering shares of SEACOR Holdings common stock or, under certain circumstances, warrants to purchase shares of SEACOR Holdings common stock, based on the applicable exchange rate at such time. If Notes are exchanged for shares of SEACOR Holdings common stock, SEACOR Marine’s obligations under such Notes will be satisfied.

The initial exchange rate of the Notes will be 12.82 shares of SEACOR Holdings common stock per $1,000 principal amount of Notes, equivalent to an initial exchange price of approximately $78 per share of SEACOR Holdings common stock, subject to customary anti-dilution adjustments.

The Exchange Agreement contains customary representations and warranties and covenants for offerings of this type.

The shares of SEACOR Holdings common stock issuable upon conversion of the Notes will be subject to customary registration rights pursuant to the SEACOR Holdings Registration Rights Agreement.

The shares of SEACOR Holdings common stock and warrants to purchase shares of SEACOR Holdings common stock, each issuable in certain circumstances upon the exchange of the Notes, will not be registered under the Securities Act. To the extent that SEACOR Holdings does not fulfill certain of its obligations under the SEACOR Holdings Registration Rights Agreement, additional interest will accrue on the Notes initially at a rate of 0.25% per annum, and may increase to a rate not to exceed 0.50% per annum.

The Investment Agreement

The Investment Agreement will govern the rights and obligations of SEACOR Holdings, SEACOR Marine and the Purchasers prior to, at the time of, and after the Spin-Off, including, among other things, provisions concerning the settlement of intercompany accounts, certain related party transactions and permitted uses of the Note proceeds.

The Investment Agreement also provides a framework for the relationship between SEACOR Holdings and SEACOR Marine after the Spin-Off by attaching as exhibits thereto the principal terms of agreements (including a

distribution agreement, a transition services agreement, a tax matters agreement and an employee matters agreement) between SEACOR Holdings and SEACOR Marine, which will be finalized prior to the Spin-Off. These agreements will provide for the allocation of SEACOR Holdings and SEACOR Marine’s assets, employees, liabilities and obligations (including offshore marine equipment, employee benefits, and tax-related assets and liabilities) attributable to periods prior to, at and following the Spin-off.

The Investment Agreement will grant the Purchasers the right to purchase their pro rata share on an as-converted basis of any future equity offerings by SEACOR Marine prior to the Spin-Off.

If during the term of the Investment Agreement SEACOR Marine represents in excess of 75% of the consolidated book value of the assets of SEACOR Holdings, the Purchasers will be entitled to designate one board observer to the Board of Directors of SEACOR Holdings until such time as the Purchasers and their affiliates hold less than the lesser of (i) $50.0 million in aggregate principal amount of Notes and (ii) Notes and common stock of SEACOR Holdings representing 5% of common stock outstanding, assuming the conversion of all such Notes held by the Purchase and its affiliates.

The Investment Agreement will terminate upon the earlier to occur of (i) the sale or other disposition of the Company prior to the Company Spin-Off as a result of which the Company ceases to be a subsidiary of SEACOR Holdings, (ii) the exchange by the Purchasers of 50% or more in principal amount of the Notes for common stock of SEACOR Holdings and (iii) the first time the Purchasers and their affiliates hold less than the lesser of (X) $50.0 million in aggregate principal amount of Notes and (Y) Notes and common stock of the SEACOR Holdings representing 5% of common stock outstanding, assuming the conversion of all such Notes held by the Purchaser and its affiliates.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of SEACOR Holdings Inc., dated November 30, 2015.

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.
November 30, 2015	By:	/s/ Bruce Weins
		Name: Bruce Weins
		Title: Senior Vice President and Chief Accounting Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release of SEACOR Holdings Inc., dated November 30, 2015.

EX-99.1

PRESS RELEASE

SEACOR HOLDINGS ANNOUNCES

CONVERTIBLE DEBT ISSUANCE BY A SUBSIDIARY

Fort Lauderdale, Florida

November 30, 2015

FOR IMMEDIATE RELEASE - SEACOR Holdings Inc. (NYSE: CKH) (“SEACOR Holdings”) today announced that its offshore marine subsidiary, SEACOR Marine Holdings Inc. (“SMH”), entered into an agreement to issue $175 million in convertible notes to investment funds managed and controlled by The Carlyle Group (“Carlyle”). It is expected that the notes will be issued on December 1, 2015. The notes have a seven-year duration, a coupon of 3.75% and will be convertible into shares of SMH common stock at an initial conversion rate of 23.26 shares per $1,000 principal amount of notes (approximately 18.7% of the current outstanding shares of SMH on a fully-diluted basis, equivalent to a conversion price of $43.00 per share). The transaction contemplates the eventual separation of SMH from SEACOR Holdings’ other business lines, potentially via a spin-off of SMH or via a spin-off of SEACOR Holdings’ other business lines. A final decision to effect or implement the separation has not been made and, if the contemplated spin-off of SMH does not occur within two years, the holders of the notes will have a one-time right to require SMH to repurchase the notes at par plus any accrued and unpaid interest and an on-going right to exchange the notes for shares of SEACOR Holdings common stock at an initial exchange rate of 12.82 shares per $1,000 principal amount of notes (equivalent to an exchange price of $78.00 per share).

Elaborating on the transaction, Charles Fabrikant, Executive Chairman and CEO of SEACOR Holdings, commented: “This transaction provides additional capital for our offshore group to seek out opportunities arising from the dislocation in the energy sector to acquire discrete assets and pursue strategic transactions that complement our existing business. By adding the Carlyle capital, after paying off intercompany debt and transaction costs, SMH will be able to take advantage of opportunities while preserving a strong balance sheet. The terms of the notes provide SEACOR Holdings the flexibility to retain or separate its offshore marine business in order to maintain its disciplined and strategic approach to capital allocation. We are extremely pleased to be associated with Carlyle, one of the premier global alternative asset managers, and view its investment as the beginning of a relationship that will bring value to both parties.”

Rodney Cohen, Managing Director and Co-Head of Carlyle’s U.S. Equity Opportunity Fund, said: “With this investment, we are excited to partner with SEACOR Holdings and SMH, a top-tier operator in the offshore marine business. We look forward to working with Charles Fabrikant, John Gellert, and the entire SEACOR team - who have consistently demonstrated their ability to invest and create value throughout cycles - as they continue to develop opportunities in this industry.”

SMH will be run as a standalone entity with a discrete balance sheet. As of September 30, 2015, the offshore group on a standalone financial reporting basis had $1,095.1 million of assets and $389.2 million of liabilities. Assets included $197.0 million of cash and construction reserve funds, $647.5 million of equipment and $128.7 million of investments in 50% or less owned companies. Liabilities included $175.6 million of deferred income taxes, $45.4 million of deferred gains relating to sales of equipment in prior periods, $54.1 million of third party debt and $31.0 million of inter-company debt. SEACOR Holdings will continue to provide SMH administrative services and support business development initiatives both prior to the contemplated spin-off and during a transition period after the spin-off.

Goldman Sachs acted as exclusive financial advisor to SEACOR Holdings in connection with the proposed transaction and financing, and Milbank, Tweed, Hadley & McCloy LLP acted as their legal counsel. Carlyle was advised by PricewaterhouseCoopers as financial advisor and Kirkland & Ellis LLP as legal counsel. Equity for Carlyle’s investment is being provided by Carlyle U.S. Equity Opportunity Fund II, L.P.

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About SEACOR Holdings Inc.

SEACOR Holdings and its subsidiaries are in the business of owning, operating, investing in and marketing equipment, primarily in the offshore oil and gas, shipping and logistics industries. SEACOR Holdings offers customers a diversified suite of services and equipment, including offshore marine, inland river storage and handling, distribution of petroleum, chemical and agricultural commodities, and shipping. SEACOR Holdings is dedicated to building innovative, modern, “next generation,” efficient marine equipment while providing highly responsive service with the highest safety standards and dedicated professional employees. SEACOR Holdings is publicly traded on the New York Stock Exchange (NYSE) under the symbol CKH.

For additional information, please contact Molly Hottinger at (954) 627-5278 or visit SEACOR’s website at www.seacorholdings.com.

About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global alternative asset manager with $188 billion of assets under management across 126 funds and 160 fund of funds vehicles as of September 30, 2015. Carlyle’s purpose is to invest wisely and create value on behalf of its investors, many of whom are public pensions. Carlyle invests across four segments - Corporate Private Equity, Real Assets, Global Market Strategies and Investment Solutions - in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, real estate, technology & business services, telecommunications & media and transportation. The Carlyle Group employs more than 1,700 people in 35 offices across six continents.

Web: www.carlyle.com

Videos: http://www.carlyle.com/news-room/corporate-videos_new

Tweets: www.twitter.com/onecarlyle

Podcasts: www.carlyle.com/about-carlyle/market-commentary

Certain statements discussed in this release as well as in other reports, materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management's expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, including the possibility that the Company may decide not to pursue a spin-off of its Offshore Marine Services business or that it is unable to complete a spin-off, decreased demand and loss of revenues as a result of a decline in the price of oil and an oversupply of newly built offshore support vessels, additional safety and certification requirements for drilling activities in the U.S. Gulf of Mexico and delayed approval of applications for such activities, the possibility of U.S. government implemented moratoriums directing operators to cease certain drilling activities in the U.S. Gulf of Mexico and any extension of such moratoriums (the “Moratoriums”), weakening demand for the Company’s services as a result of unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters or failures to finalize commitments to charter vessels in response to a decline in the price of oil, an oversupply of newly built offshore support vessels and Moratoriums, increased government legislation and regulation of the Company’s businesses could increase cost of operations, increased competition if the Jones Act is repealed, liability, legal fees and costs in connection with the provision of emergency response services, including the Company’s involvement in response to the oil spill as a result of the sinking of the Deepwater Horizon in April 2010, decreased demand for the Company’s services as a result of declines in the global economy, declines in valuations in the global financial markets and a lack of liquidity in the credit sectors, including, interest rate fluctuations, availability of credit, inflation rates, change in laws, trade barriers, commodity prices and currency exchange fluctuations, the cyclical nature of the oil and gas industry, activity in foreign countries and changes in foreign political, military and economic conditions, changes in foreign and domestic oil and gas exploration and production activity, safety record requirements related to Offshore Marine Services and Shipping

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Services, decreased demand for Shipping Services due to construction of additional refined petroleum product, natural gas or crude oil pipelines or due to decreased demand for refined petroleum products, crude oil or chemical products or a change in existing methods of delivery, compliance with U.S. and foreign government laws and regulations, including environmental laws and regulations and economic sanctions, the dependence of Offshore Marine Services, Inland River Services, Shipping Services and Illinois Corn Processing on several customers, consolidation of the Company's customer base, the ongoing need to replace aging vessels, industry fleet capacity, restrictions imposed by the Shipping Acts on the amount of foreign ownership of the Company's Common Stock, operational risks of Offshore Marine Services, Inland River Services and Shipping Services, effects of adverse weather conditions and seasonality, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, the effect of international economic and political factors on Inland River Services' operations, the effect of the spread between the input costs of corn and natural gas compared with the price of alcohol and distillers grains on Illinois Corn Processing's operations, adequacy of insurance coverage, the potential for a material weakness in the Company's internal controls over financial reporting and the Company's ability to remediate such potential material weakness, the attraction and retention of qualified personnel by the Company, and various other matters and factors, many of which are beyond the Company's control as well as those discussed in Item 1A (Risk Factors) of the Company's Annual report on Form 10-K. In addition, these statements constitute the Company's cautionary statements under the Private Securities Litigation Reform Act of 1995. It should be understood that it is not possible to predict or identify all such factors. Consequently, the preceding should not be considered to be a complete discussion of all potential risks or uncertainties. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any).

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