8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 4, 2012

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)	(IRS 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 (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))

Item 7.01 Regulation FD Disclosure.

On December 4, 2012, SEACOR Holdings Inc. (the “Company”) announced the Company’s proposed issuance of its convertible senior notes due 2027 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Offering”). In conjunction with the Offering, the Company issued a preliminary offering circular dated December 4, 2012. The Company is furnishing in Exhibit 99.1 certain information under the captions “Summary—Summary Historical and Pro Forma Financial Information” and “Unaudited Pro Forma As Adjusted Financial Information” excerpted from the preliminary offering circular. Because not all of the information contained in the preliminary offering circular is included herein, certain cross references and defined terms may not appear in such Exhibit.

In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 and the information attached to this current report on Form 8-K as Exhibit 99.1, shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01 Other Events.

On December 4, 2012, the Company issued a press release announcing the Offering. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

On December 4, 2012, O’Brien’s Response Management, Inc., a wholly-owned subsidiary of the Company, issued a press release, a copy of which is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Supplemental Regulation FD Disclosure.
99.2	Press release issued on December 4, 2012.
99.3	Press release issued on December 4, 2012.

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/ Richard Ryan
Name:	Richard Ryan
Title:	Senior Vice President and Chief Financial Officer

Date: December 4, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Supplemental Regulation FD Disclosure.
99.2	Press release issued on December 4, 2012.
99.3	Press release issued on December 4, 2012.

EX-99.1

Exhibit 99.1

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following tables set forth SEACOR Holdings Inc. (“we,” “us,” or “our”) summary historical consolidated financial data for the periods indicated. We derived the summary historical consolidated financial data presented below as of and for the years ended December 31, 2011, 2010 and 2009 from our consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) restated to present the SEACOR Environmental Services Inc. as a discontinued operation. We derived the summary historical consolidated financial data presented below as of and for the nine months ended September 30, 2012 and 2011 from our interim unaudited consolidated financial statements.

Our historical results are not necessarily indicative of future operating results. You should read the information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and the related notes included in our 2011 Form 10-K and our September 2012 10-Q.

The following tables also include unaudited pro forma as adjusted consolidated financial data that gives effect to (i) this offering and the use of proceeds therefrom, (ii) the issuance by Era Group Inc. (“Era Group”) of $200 million aggregate principal amount of its senior notes (the “Era Note Offering”) and (iii) the spin-off of Era Group and related transactions (collectively referred to as the “Transactions”), based on certain assumptions and adjustments. See “Unaudited Pro Forma Financial Data” for a discussion of the assumptions and adjustments used in preparing the pro forma financial data.

The unaudited pro forma as adjusted consolidated financial data presented below consist of balance sheet data as of September 30, 2012 that give effect to the Transactions as if they had occurred on September 30, 2012, and consolidated statement of income data for the nine months ended September 30, 2012 and the fiscal year ended December 31, 2011, in each case, that gives effect to the Transactions as if they had occurred on January 1 of the period presented. The following unaudited pro forma financial information should be read in conjunction with “Unaudited Pro Forma Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and the related notes included in our 2011 Form 10-K and our September 2012 10-Q.

	Year Ended December 31,												Nine Months Ended September 30,
	2009			2010			2011			Pro Forma As Adjusted 2011			2011			2012			Pro Forma As Adjusted 2012
	(in thousands, except share data and fleet counts) (unaudited)
Operating Revenues:
Offshore Marine Services	$	562,291		$	515,856		$	376,788		$	376,788		$	267,007		$	378,684		$	378,684
Aviation Services		235,667			235,366			258,148			—			196,452			202,026			—
Inland River Services		155,098			161,697			187,657			187,657			135,786			160,085			160,085
Marine Transportation Services		92,866			76,163			93,136			93,136			66,431			79,429			79,429
Emergency and Crisis Services		41,291			193,469			80,951			80,951			64,188			27,921			27,921
Commodity Trading and Logistics		472,575			741,896			955,688			955,688			718,511			562,166			562,166
Other(1)		64,354			72,835			69,928			69,928			52,198			55,485			55,485
Eliminations and Corporate		(17,207	)		(15,274	)		(10,959	)		(10,959	)		(8,190	)		(11,431	)		(11,431	)
	$	1,606,935		$	1,982,008		$	2,011,337		$	1,753,189		$	1,492,383		$	1,454,365		$	1,252,339

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	Year Ended December 31,												Nine Months Ended September 30,
	2009			2010			2011			Pro Forma As Adjusted 2011			2011			2012			Pro Forma As Adjusted 2012
	(in thousands, except share data and fleet counts) (unaudited)
Operating Income	$	227,921		$	268,600		$	110,322		$	74,714		$	84,067		$	75,679		$	53,781
Other Income (expense):
Net Interest Expense	$	(54,795	)	$	(35,087	)	$	(27,625	)	$	(36,656	)	$	(18,725	)	$	(22,355	)	$	(23,404	)
Other(2)		37,685			238			(42,518	)		(41,717	)		(35,986	)		17,462			17,291
	$	(17,110	)	$	(34,849	)	$	(70,143	)	$	(78,373	)	$	(54,711	)	$	(4,893	)	$	(6,113	)
Net Income (Loss) Attributable to SEACOR Holdings Inc.:
Continuing Operations	$	141,479		$	158,058		$	33,549		$	4,862		$	26,162		$	44,804		$	35,239
Discontinued Operations		2,331			86,666			7,507			7,507			(2,146	)		19,035			19,035
	$	143,810		$	244,724		$	41,056		$	12,369		$	24,016		$	63,839		$	54,274
Basic Earnings (Loss) Per Common Share of SEACOR Holdings Inc.:
Continuing Operations	$	7.09		$	7.39		$	1.59		$	0.23		$	1.24		$	2.18		$	1.72
Discontinued Operations		0.12			4.04			0.35			0.36			(0.10	)		0.93			0.93
	$	7.21		$	11.43		$	1.94		$	0.59		$	1.14		$	3.11		$	2.65
Diluted Earnings (Loss) Per Common Share of SEACOR Holdings Inc.:
Continuing Operations	$	6.47		$	7.26		$	1.56		$	0.23		$	1.22		$	2.15		$	1.69
Discontinued Operations		0.10			3.99			0.35			0.35			(0.10	)		0.91			0.91
	$	6.57		$	11.25		$	1.91		$	0.58		$	1.12		$	3.06		$	2.60
Statement of Cash Flows Data – provided by (used in):
Continuing Operations:
Operating Activities	$	284,766		$	306,887		$	190,270					$	166,295		$	139,073
Investing Activities		(95,514	)		25,120			(324,029	)					(242,358	)		(421,014	)
Financing Activities		(5,926	)		(506,106	)		220,983						(15,835	)		(51,723	)
Effects of exchange rate changes on cash and cash equivalents		773			(8,082	)		1,831						4,196			2,604
Capital Expenditures:
Offshore Marine Services	$	(39,135	)	$	(80,172	)	$	(88,248	)				$	(50,096	)	$	(112,527	)
Aviation Services		(90,762	)		(130,770	)		(158,929	)					(88,894	)		(91,910	)
Inland River Services		(14,711	)		(23,610	)		(44,693	)					(40,786	)		(22,296	)
Marine Transportation Services		(124	)		(6,254	)		(12,516	)					(10,460	)		(4,768	)
Emergency and Crisis Services		(481	)		(114	)		(408	)					(36	)		(451	)
Commodity Trading and Logistics		(120	)		—			(130	)					(60	)		(32	)
Other(1)		(23,076	)		(12,656	)		(16,356	)					(13,253	)		(21,385	)
Eliminations and Corporate		(4,760	)		10,177			(3,043	)					(3,026	)		(3,604	)
	$	(173,169	)	$	(243,399	)	$	(324,323	)				$	(206,611	)	$	(256,973	)
Discontinued Operations:
Operating Activities		13,751			92,056			15,603						29,784			(12,043	)
Investing Activities		(6,186	)		(5,892	)		(7,927	)					(5,805	)		88,430
Financing Activities		(401	)		(405	)		—						—			—
Effects of exchange rate changes on cash and cash equivalents		98			72			128						(3	)		27
Balance Sheet Data (at period end):
Cash and cash equivalents, restricted cash, marketable securities and Title XI and construction reserve funds	$	853,582		$	849,274		$	810,341					$	702,400		$	601,390		$	760,722

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	Year Ended December 31,								Nine Months Ended September 30,
	2009		2010		2011		Pro Forma As Adjusted 2011		2011		2012		Pro Forma   As Adjusted   2012
	(in thousands, except share data and fleet counts) (unaudited)
Total assets		3,723,619		3,760,389		3,928,134				3,662,318		3,917,236		3,152,930
Long-term debt and capital lease obligations, less current portion		755,127		702,920		998,518				674,171		813,409		685,208
Total SEACOR Holdings Inc. stockholders’ equity		1,957,262		1,787,237		1,789,607				1,831,570		1,853,490		1,460,720
Book value per share(4)		86.56		83.52		85.49				84.35		88.89		62.32
Other Financial Data:
EBITDA(3)	$	420,383	$	425,963	$	217,296	$	139,877	$	162,178	$	221,438	$	168,338
Fleet Counts (at period end):
Offshore Marine Services:
Anchor handling towing supply		23		20		19				19		19
Crew		57		52		49				50		48
Mini-supply		11		9		8				8		9
Standby safety		25		26		26				27		25
Supply		27		27		30				29		25
Towing Supply		13		8		5				5		3
Liftboats		2		2		2				2		20
Specialty		7		10		9				9		9
Wind farm utility		—		—		29				—		30
		165		154		177				149		188
Aviation Services:
Light helicopters – single engine		60		60		58				60		59
Light helicopters – twin engine		47		45		45				45		41
Medium helicopters		59		62		65				65		69
Heavy helicopters		8		9		7				7		10
		174		176		175				177		179
Inland River Services:
Inland river dry-cargo barges		1,395		1,388		1,496				1,489		1,444
Inland river liquid tank barges		87		80		77				79		80
Inland river deck barges		26		26		20				20		20
Inland river tow boats		29		32		31				31		31
Dry-cargo vessel		1		1		1				1		1
		1,538		1,527		1,625				1,620		1,576
Marine Transportation Services:
U.S.-flag product tankers		8		8		7				8		7
Foreign flag RORO vessels		—		—		8				8		7
U.S.-flag deck barges		—		—		—				—		5
U.S.-flag RORO barges		—		—		—				—		2
U.S.-flag articulated tug-barge		—		—		—				—		1
		8		8		15				16		22
Other(1):
Harbor and offshore tugs		31		30		28				28		27
Ocean liquid tank barges		6		5		5				5		5
		37		35		33				33		32

(1) Other primarily includes the operations of Harbor and Offshore Towing Services.

3

(2) Other principally includes gains and losses from debt extinguishment, marketable security, derivative and foreign currency transactions.

(3) EBITDA is defined as income before non-controlled equity joint ventures and discontinued operations plus net interest expense, income tax expense, depreciation and amortization. EBITDA is not a recognized term under generally accepted accounting principles in the United States (“GAAP”). Accordingly, it should not be used as an indicator of, or an alternative to, either income before non-controlled equity joint ventures and discontinued operation or as a measure of our operating performance. In addition, EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use, as it does not consider certain cash requirements, such as debt service requirements. Our presentation of EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Because the definition of EBITDA (or similar measures) may vary among companies and industries, it may not be comparable to other similarly titled measures used by other companies.

Management uses EBITDA as a performance metric for internal monitoring and planning purposes, including the presentation of our annual operating budget and quarterly operating reviews, and to facilitate analysis of investment decisions. In addition, the EBITDA performance metric allows us to evaluate profitability and make performance trend comparisons between us and our competitors. Further, we believe EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

The following table provides a reconciliation of income from continuing operations before equity in earnings of 50% or less owned companies to EBITDA for the historical periods presented:

	Year Ended December 31,									Nine Months Ended September 30,
	2009		2010		2011		Pro Forma As Adjusted 2011			2011		2012		Pro Forma As Adjusted 2012
	(in thousands)
Income (loss) from continuing operations before equity in earnings of 50% or less owned companies	$	130,416	$	146,822	$	24,653	$	(3,952	)	$	16,475	$	42,926	$	27,917
Net interest expense		54,795		35,087		27,625		36,656			18,725		22,355		23,404
Income tax expense		80,395		86,929		15,526		293			12,881		27,860		19,751
Depreciation and amortization		154,777		157,125		149,492		106,880			114,097		128,297		97,266
EBITDA	$	420,383	$	425,963	$	217,296	$	139,877		$	162,178	$	221,438	$	168,338

(4) Total book value per common share is calculated as SEACOR Holdings Inc. stockholders’ equity divided by the number of shares of our common stock common outstanding at the end of the applicable period. As of December 31, 2009, 2010 and 2011 and September 30, 2011 and 2012, we had 22,612,826, 21,399,508, 20,933,116, 21,714,704 and 20,850,751, shares of our common stock outstanding, respectively. Pro forma as adjusted book value per common share as of September 30, 2012 is calculated using actual shares outstanding at period end plus 2,590,000 shares issuable assuming conversion of all $250.0 million of notes offered hereby (which gives effect to the expected change in conversion rate that will occur upon consummation of the spin-off Era Group, based upon certain assumptions).

4

UNAUDITED PRO FORMA AS ADJUSTED FINANCIAL INFORMATION

The following unaudited pro forma as adjusted financial statements are derived from our historical financial statements, which are incorporated by reference into this offering circular. The pro forma as adjusted adjustments give effect to the Transactions, as described in the notes to the unaudited pro forma as adjusted financial statements. The unaudited pro forma as adjusted statements of income for the fiscal year ended December 31, 2011 and for the nine months ended September 30, 2012 give effect to the Transactions as if they had occurred on January 1 of the periods presented. The unaudited pro forma as adjusted balance sheet as of September 30, 2012 gives effect to the Transactions as if they had occurred on September 30, 2012. These unaudited pro forma as adjusted financial statements include adjustments to reflect our current expectations of Transactions.

The pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma financial information. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and expectations, and we believe such assumptions are reasonable under the circumstances.

The following unaudited pro forma as adjusted financial statements should be read in conjunction “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and the related notes included in our September 2012 10-Q and our 2011 Form 10-K.

The unaudited pro forma as adjusted financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of our results of operations or financial condition had each of the Transactions been completed on the dates assumed. They are also not necessarily indicative of our future results of operations or financial condition.

5

SEACOR Holdings Inc.

Condensed Consolidated Statements of Income

Nine months ended September 30, 2012

(in thousands, except share data, unaudited)

	Actual			Offering Adjustments(1)			Era Refinancing Adjustments(2)			Pro Forma			Era Transactions Adjustments(3)			Pro Forma As Adjusted(4)
Operating Revenues	$	1,454,365		$	—		$	—		$	1,454,365		$	(202,026	)	$	1,252,339
Costs and Expenses:
Operating		1,128,269			—			—			1,128,269			(124,913	)		1,003,356
Administrative and general		141,758			—			—			141,758			(27,639	)		114,119
Depreciation and amortization		128,297			—			—			128,297			(31,031	)		97,266
		1,398,324			—			—			1,398,324			(183,583	)		1,214,741
Gains on Asset Dispositions and Impairments, Net		19,638			—			—			19,638			(3,455	)		16,183
Operating Income		75,679			—			—			75,679			(21,898	)		53,781
Other Income (Expense):
Interest income		14,761			—			—			14,761			(765	)		13,996
Interest expense		(37,116	)		(7,175	)		(7,471	)		(51,762	)		14,362			(37,400	)
Debt extinguishment losses, net		(160	)		—			—			(160	)		—			(160	)
Marketable security gains, net		13,224			—			—			13,224			—			13,224
Derivative losses, net		(5,281	)		—			—			(5,281	)		492			(4,789	)
Foreign currency gains, net		2,192			—			—			2,192			(633	)		1,559
Other, net		7,487			—			—			7,487			(30	)		7,457
		(4,893	)		(7,175	)		(7,471	)		(19,539	)		13,426			(6,113	)
Income from Continuing Operations Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies		70,786			(7,175	)		(7,471	)		56,140			(8,472	)		47,668
Income Tax Expense		27,860			(2,511	)		(2,690	)		22,659			(2,908	)		19,751
Income from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies		42,926			(4,664	)		(4,781	)		33,481			(5,564	)		27,917
Equity in Earnings of 50% or Less Owned Companies, Net of Tax		1,215			—			—			1,215			5,444			6,659
Income from Continuing Operations		44,141			(4,664	)		(4,781	)		34,696			(120	)		34,576
Income from Discontinued Operations, Net of Tax		19,035			—			—			19,035			—			19,035
Net Income		63,176			(4,664	)		(4,781	)		53,731			(120	)		53,611
Net Loss attributable to Noncontrolling Interests in Subsidiaries		(663	)		—			—			(663	)		—			(663	)
Net Income attributable to SEACOR Holdings Inc.	$	63,839		$	(4,664	)	$	(4,781	)	$	54,394		$	(120	)	$	54,274
Net Income attributable to SEACOR Holdings Inc.:
Continuing Operations	$	44,804														$	35,239
Discontinued Operations		19,035															19,035
	$	63,839														$	54,274
Basic Earnings Per Common Share of SEACOR Holdings Inc.:
Continuing Operations	$	2.18														$	1.72
Discontinued Operations		0.93															0.93
	$	3.11														$	2.65
Diluted Earnings Per Common Share of SEACOR Holdings Inc.:
Continuing Operations	$	2.15														$	1.69
Discontinued Operations		0.91															0.91
	$	3.06														$	2.60
Weighted Average Common Shares Outstanding:
Basic		20,512,118															20,512,118
Diluted		20,838,468															20,838,468

6

SEACOR Holdings Inc.

Condensed Consolidated Statements of Income

Year ended December 31, 2011

(in thousands, except share data, unaudited)

	Actual(5)			Offering Adjustments(6)			Era Refinancing Adjustments(7)			Pro Forma			Era Transactions Adjustments(8)			Pro Forma As Adjusted(9)
Operating Revenues	$	2,011,337		$	—		$	—		$	2,011,337		$	(258,148	)	$	1,753,189
Costs and Expenses:
Operating		1,618,592			—			—			1,618,592			(162,707	)		1,455,885
Administrative and general		166,942			—			—			166,942			(32,393	)		134,549
Depreciation and amortization		149,492			—			—			149,492			(42,612	)		106,880
		1,935,026			—			—			1,935,026			(237,712	)		1,697,314
Gains on Asset Dispositions and Impairments, Net		34,011			—			—			34,011			(15,172	)		18,839
Operating Income		110,322			—			—			110,322			(35,608	)		74,714
Other Income (Expense):
Interest income		13,618			—			—			13,618			(738	)		12,880
Interest expense		(41,243	)		(9,669	)		(16,068	)		(66,980	)		17,444			(49,536	)
Debt extinguishment losses, net		(99	)		—			—			(99	)		—			(99	)
Marketable security losses, net		(7,893	)		—			—			(7,893	)		—			(7,893	)
Derivative losses, net		(36,135	)		—			—			(36,135	)		1,326			(34,809	)
Foreign currency gains, net		749			—			—			749			(516	)		233
Other, net		860			—			—			860			(9	)		851
		(70,143	)		(9,669	)		(16,068	)		(95,880	)		17,507			(78,373	)
Income (Loss) from Continuing Operations Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies		40,179			(9,669	)		(16,068	)		14,442			(18,101	)		(3,659	)
Income Tax Expense		15,526			(3,384	)		(5,784	)		6,358			(6,065	)		293
Income (Loss) from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies		24,653			(6,285	)		(10,284	)		8,084			(12,036	)		(3,952	)
Equity in Earnings of 50% or Less Owned Companies, Net of Tax		9,990			—			—			9,990			(82	)		9,908
Income from Continuing Operations		34,643			(6,285	)		(10,284	)		18,074			(12,118	)		5,956
Income from Discontinued Operations, Net of Tax		7,507			—			—			7,507			—			7,507
Net Income		42,150			(6,285	)		(10,284	)		25,581			(12,118	)		13,463
Net Income attributable to Noncontrolling Interests in Subsidiaries		1,094			—			—			1,094			—			1,094
Net Income attributable to SEACOR Holdings Inc.	$	41,056		$	(6,285	)	$	(10,284	)	$	24,487		$	(12,118	)	$	12,369
Net Income attributable to SEACOR Holdings Inc.:
Continuing Operations	$	33,549														$	4,862
Discontinued Operations		7,507															7,507
	$	41,056														$	12,369
Basic Earnings Per Common Share of SEACOR Holdings Inc.:
Continuing Operations	$	1.59														$	0.23
Discontinued Operations		0.35															0.36
	$	1.94														$	0.59
Diluted Earnings Per Common Share of SEACOR Holdings Inc.:
Continuing Operations	$	1.56														$	0.23
Discontinued Operations		0.35															0.35
	$	1.91														$	0.58
Weighted Average Common Shares Outstanding:
Basic		21,119,461															21,119,461
Diluted		21,466,843															21,466,843

7

SEACOR Holdings Inc.

Condensed Consolidated Balance Sheets

September 30, 2012

(in thousands, unaudited)

	Actual			Offering Adjustments(10)		Era Refinancing Adjustments(11)		Pro Forma			Era Transactions Adjustments(12)			Pro Forma As Adjusted
Current Assets:
Cash and cash equivalents	$	207,542		$	118,250	$	1,622	$	327,414		$	39,460		$	366,874
Restricted cash		191,782			—		—		191,782			—			191,782
Marketable securities		22,134			—		—		22,134			—			22,134
Trade and other receivables		382,119			—		—		382,119			(73,368	)		308,751
Receivable from Era		—			—		—		—			3,470			3,470
Inventories		77,858			—		—		77,858			(26,590	)		51,268
Deferred income taxes		11,123			—		—		11,123			(2,293	)		8,830
Prepaid expenses and other		16,203			—		—		16,203			(1,443	)		14,760
Discontinued operations		3,025			—		—		3,025			—			3,025
Total current assets		911,786			118,250		5,000		1,031,658			(60,764	)		970,894
Property and Equipment, Net		2,403,221			—		—		2,403,221			(777,706	)		1,625,515
Investments, at Equity, and Advances to 50% or Less Owned Companies		266,589			—		—		266,589			(35,755	)		230,834
Construction Reserve Funds & Title XI Reserve Funds		179,932			—		—		179,932			—			179,932
Goodwill		57,054			—		—		57,054			(352	)		56,702
Intangible Assets, Net		19,931			—		—		19,931			—			19,931
Other Assets		78,723			5,879		5,000		89,602			(20,480	)		69,122
	$	3,917,236		$	124,129	$	6,622	$	4,047,987		$	(895,057	)	$	3,152,930
Current Liabilities:
Current portion of long-term debt	$	196,326		$	—	$	—	$	196,326		$	(2,787	)	$	193,539
Current portion of capital lease obligations		4,442			—		—		4,442			—			4,442
Accounts payable and accrued expenses		152,948			—		—		152,948			(20,084	)		132,864
Other current liabilities		143,255			—		—		143,255			(22,565	)		120,690
Discontinued operations		(309	)		—		—		(309	)		—			(309	)
Total current liabilities		496,662			—		—		496,662			(45,436	)		451,226
Long-Term Debt		813,322			92,807		6,622		912,751			(227,630	)		685,121
Capital Lease Obligations		87			—		—		87			—			87
Deferred Income Taxes		602,195			10,962		—		613,157			(200,388	)		412,769
Deferred Gains and Other Liabilities		121,486			—		—		121,486			(8,226	)		113,260
Total liabilities		2,033,752			103,769		6,622		2,144,143			(481,680	)		1,662,463
Equity:
SEACOR Holdings Inc. stockholders’ equity:
Preferred stock		—			—		—		—			—			—
Common stock		366			—		—		366			—			366
Additional paid-in capital		1,277,751			20,360		—		1,298,111			6,823			1,304,934
Retained earnings		1,576,518			—		—		1,576,518			(420,027	)		1,156,491
Shares held in treasury, at cost		(997,541	)		—		—		(997,541	)		—			(997,541	)
Accumulated other comprehensive loss, net of tax		(3,604	)		—		—		(3,604	)		74			(3,530	)
		1,853,490			20,360		—		1,873,850			(413,130	)		1,460,720
Noncontrolling interests in subsidiaries		29,994			—		—		29,994			(247	)		29,747
Total equity		1,883,484			20,360		—		1,903,844			(413,377	)		1,490,467
	$	3,917,236		$	124,129	$	6,622	$	4,047,987		$	(895,057	)	$	3,152,930

8

Notes to Unaudited Pro Forma As Adjusted Financial Data

The pro forma as adjusted statement of income for the nine months ended September 30, 2012 gives effect to the following:

(1) We will use proceeds from this offering to repay $125.0 million of borrowings outstanding under our revolving credit facility. This adjustment reflects the change in interest expense as a result of the replacement by us of borrowings under our revolving credit facility with the issuance of the notes offered hereby. For purposes of this adjustment, we have assumed a non-convertible debt interest rate of 5.75% would be applicable to the notes offered hereby if they did not have a conversion feature.

(2) Era Group will use the proceeds from the offering of its senior notes to repay all $190.0 million of borrowings outstanding under its revolving credit facility. This adjustment reflects the change in interest expense as a result of the replacement by Era Group of borrowings under its revolving credit facility with the issuance of the Era Notes. For purposes of this adjustment, we have assumed the Era Notes will bear interest at an effective interest rate of 8.0% per annum and will have a ten year maturity.

(3) Represents adjustments to reflect the consummation of the prospective spin-off of Era Group and related transactions.

(4) Pro forma as adjusted basic and diluted earnings per share do not assume any repurchases of our common stock with the proceeds from this offering. Pro forma as adjusted diluted earnings per share excludes 2,590,000 shares of common stock issuable upon the conversion of all $250.0 million of the notes offered hereby and giving effect to the expected change in conversion rate (based on certain assumptions) as a result of the spin-off of Era Group, resulting in an assumed conversion rate of 10.36, as the effect of their inclusion in the computation would have been anti-dilutive.

The pro forma as adjusted statement of income for the year ended December 31, 2011 gives effect to the following:

(5) Recast to reflect the SES Business as a discontinued operation.

(6) We will use proceeds from this offering to repay $125.0 million of borrowings outstanding under our revolving credit facility. This adjustment reflects the change in interest expense as a result of the replacement by us of borrowings under our revolving credit facility with the issuance of the notes offered hereby. For purposes of this adjustment, we have assumed a non-convertible debt interest rate of 5.75% would be applicable to the notes offered hereby if they did not have a conversion feature.

(7) Era Group will use the proceeds from the offering of its senior notes to repay all $190.0 million of borrowings under its revolving credit facility. Era Group entered into its revolving credit facility in December 2011. Prior to entering its revolving credit facility, Era Group’s operations were primarily financed by advances from SEACOR with all related interest expense eliminated in consolidation. As a result, this adjustment reflects the change in interest expense as a result of the issuance of the Era Notes with no offsetting reduction in revolver credit facility interest. For purposes of this adjustment, we have assumed the Era Notes will bear interest at an effective interest rate of 8.0% per annum and will have a ten year maturity.

(8) Represents adjustments to reflect the consummation of the prospective Era Group spin-off and related transactions.

9

(9) Pro forma as adjusted basic and diluted earnings per share do not assume any repurchases of our common stock with the proceeds from this offering. Pro forma as adjusted diluted earnings per share excludes 2,590,000 shares of common stock issuable upon the conversion of all $250.0 million of the notes offered hereby and giving effect to the expected change in conversion rate (based on certain assumptions) as a result of the spin-off of Era Group, resulting in an assumed conversion rate of 10.36, as the effect of their inclusion in the computation would have been anti-dilutive.

The pro forma as adjusted balance sheet as of September 30, 2012 gives effect to the following:

(10) Represents adjustments to reflect the issuance of $250.0 million aggregate principal amount of the notes offered hereby and the use of proceeds therefrom, including the repayment of $125.0 million under our revolving credit facility and the payment of $6.8 million of estimated transaction expenses. The adjustments include the bifurcation of the liability and equity components of the notes offered hereby using an assumed coupon interest rate of 2.75% and an assumed non-convertible debt interest rate of 5.75%, which resulted in a debt discount of $32.2 million. The debt discount will be amortized as additional non-cash interest expense over the expected five-year life of the notes.

(11) Represents adjustments to reflect the issuance by Era Group of $200.0 million aggregate principal amount of Era Notes and the use of proceeds therefrom, including the repayment of $190.0 million of borrowings outstanding under its revolving credit facility and the payment of $5.0 million of estimated transaction expenses, with the remainder of the proceeds constituting available cash.

(12) Represents adjustments to reflect the consummation of the prospective spin-off of Era Group and related transactions. These adjustments include the acceleration of compensation expense in connection with the issuance of fully vested shares of Era Group common stock at the time of spin-off to holders of unvested SEACOR restricted stock awards. The increase in cash represents the repurchase by Era Group from us of $50.3 million in redemption value of its Series B preferred stock (which may occur whether or not the spin-off is consummated), net of Era Group’s cash on hand that will remain with Era Group after the spin-off.

10

EX-99.2

Exhibit 99.2

PRESS RELEASE

SEACOR ANNOUNCES PROPOSED PRIVATE OFFERING OF CONVERTIBLE SENIOR NOTES

Fort Lauderdale, Florida

December 4, 2012

FOR IMMEDIATE RELEASE—SEACOR Holdings Inc. (NYSE:CKH) (“SEACOR”) today announced that it plans to offer, subject to market and other conditions, up to $250.0 million of its convertible Senior Notes due 2027 (the “convertible notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). SEACOR expects to grant the initial purchasers an option to purchase up to an additional $50.0 million of convertible notes in connection with the offering.

SEACOR expects to use approximately $125.0 million of the net proceeds from the sale of the convertible notes to repay amounts outstanding under its revolving credit facility. SEACOR expects to use the remainder of the net proceeds from the sale of the convertible notes (including any net proceeds received from the initial purchasers exercise of their option to purchase additional notes) for general corporate purposes, including the possible repurchase of shares of its common stock and/or the payment of a dividend to holders of its common stock. Shares repurchased with the proceeds from the offering may be purchased from purchasers of the convertible notes in privately negotiated transactions through the initial purchasers as SEACOR’s agents or through other open market transactions. The number of shares of SEACOR’s common stock repurchased from purchasers of the convertible notes, if any, with proceeds from the offering will be decided by SEACOR’s board of directors at the time the convertible notes offering is priced and will depend on a number of factors, including the price of SEACOR’s common stock at such time. SEACOR expects the price per share of any common stock repurchased from purchasers of the convertible notes to equal the closing price per share of SEACOR’s common stock on the date of the pricing of the proposed convertible notes offering. In light of the scheduled increase to tax rates applicable to dividends paid after the end of 2012, SEACOR’s board of directors is considering whether to pay a special cash dividend this year. The size of any such dividend would be decided after the pricing of the proposed convertible notes offering.

The convertible notes and the shares of SEACOR’s common stock issuable upon conversion of the convertible notes will not be registered under the Securities Act or the securities laws of any state or other jurisdiction and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws of any relevant state or jurisdiction.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. SEACOR gives no assurance that the proposed offering can be completed on any terms.

About SEACOR

SEACOR is a global provider of equipment and services primarily supporting the offshore oil and gas and marine transportation industries. SEACOR offers customers a diversified suite of services including offshore marine, aviation, inland river, marine transportation, crisis and emergency management preparedness and response solutions, commodity trading and logistics and offshore and harbor towing. SEACOR is focused on providing highly responsive local service combined with the highest safety standards, innovative technology, modern, efficient equipment and dedicated professional employees. SEACOR is publicly traded on the New York Stock Exchange (NYSE) under the symbol CKH.

(more)

Cautionary Note Regarding Forward-Looking Statements

This release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: the ability to complete the previously announced intention to spin-off the Company’s Aviation Services business and the effect such spin-off will have on the Company’s operating results; the ability to realize the expected benefits of the intended spin-off of the Aviation Services business; decreased demand and loss of revenues as a result of U.S. government implemented moratoriums directing operators to cease certain drilling activities 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 and aviation equipment or failures to finalize commitments to charter vessels and aviation equipment in response to Moratoriums; increased government legislation and regulation of the Company’s businesses which could increase cost of operations; increased competition if the U.S. cabotage laws known as the Shipping Act of 1916 and the Merchant Marine Act of 1920, as amended (“Jones Act”) is repealed; liability, legal fees and costs in connection with providing emergency response services, including the Company’s involvement in response to the oil spill that resulted from 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; decreased demand for the Company’s inland river services due to drought conditions and other climatic conditions affection river navigation and/or grain harvests; 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; safety record requirements related to Offshore Marine Services, Marine Transportation Services and Aviation Services; decreased demand for Marine Transportation Services and Harbor and Offshore Towing Services due to construction of additional refined petroleum products, natural gas or crude oil pipelines or due to decreased demand for refined petroleum products, crude oil or chemical products or another change in existing methods of delivery; compliance with U.S. and foreign government laws and regulations, including environmental laws and regulations; the dependence of Offshore Marine Services, Marine Transportation Services and Aviation Services on a small number of customers; consolidation of the Company’s customer base; safety issues experienced by a particular helicopter model that could result in customers refusing to use that helicopter model or a regulatory body grounding that helicopter model, which could also permanently devalue that helicopter model; the ongoing need to replace aging vessels and aircraft; industry fleet capacity; restrictions imposed by the U.S. federal maritime and aviation laws and regulations on the amount of foreign ownership of the Company’s common stock; operational risks of Offshore Marine Services, Marine Transportation Services, Harbor and Offshore Towing Services and Aviation Services; effects of adverse weather conditions and seasonality; dependence of emergency response revenue on the number and size of events and upon continuing government regulation in this area and Emergency and Crisis Services’ ability to comply with such regulation and other governmental regulation; liability in connection with providing emergency response services; 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 in Inland River Services’ operations; adequacy of insurance coverage; 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. In addition, these statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. It is not possible to predict or identify all such factors. Consequently, the foregoing should not be considered a complete discussion of all potential risks or uncertainties. The words “estimate,” “project,” “intend,” “believe,” “plan” and similar expressions are intended

(more)

2

to identify forward-looking statements. 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. The forward-looking statements in this release should be evaluated together with the many uncertainties that affect the Company’s businesses, particularly those mentioned under “Forward-Looking Statements” in Item 7 on the Company’s Form 10-K and SEACOR’s periodic reporting on Form 10-Q and Form 8-K (if any), which are incorporated by reference.

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

###

3

EX-99.3

Exhibit 99.3

Media Contact:	FOR IMMEDIATE RELEASE
Witt Associates
Lynn Holmes
Tel. +1 202 585 0780

O’Brien’s Response Management

Tim O’Leary

Tel. +1 281 606 4744

Witt Associates and O’Brien’s Response Management to Combine and become Witt O’Brien’s, the Nation’s Top Crisis and Disaster Services Firm

WASHINGTON, D.C., Dec 4, 2012 / PR Newswire - Witt Associates and O’Brien’s Response Management today announced their intent to combine the two companies to form Witt O’Brien’s by December 31, 2012. This transaction brings together two of the nation’s leading preparedness, crisis management and disaster response and recovery organizations. Witt O’Brien’s will bring a new approach to the crisis and disaster industry by combining each company’s unparalleled crisis and disaster experience with innovative planning, training, exercise, and software solutions. Witt O’Brien’s will be led by James Lee Witt, former Director of the Federal Emergency Management Agency (FEMA), as Executive Chairman, Ken Burris as Chief Executive Officer and Tim Perkins as President and Chief Operating Officer. Witt O’Brien’s will be headquartered in Washington, D.C., with offices in Alaska, Arkansas, California, Florida, Louisiana, New Jersey, Texas, and Washington as well as the United Kingdom and Brazil.

“This transaction strengthens the combined company’s crisis and emergency preparedness, management and response services in the United States and around the globe. Our combined clients will have access to the leading crisis and emergency management company,” said James Lee Witt, Chairman and Founder of Witt Associates.

“We are excited for Witt O’Brien’s to offer its combined clients expanded services covering a full range of crisis preparedness, planning and response and recovery services garnered through decades of experience planning for, responding to and mitigating some of the most recognizable domestic and international crises and disasters over the last thirty years. We believe this level of experience is invaluable for all corporate executives and government leaders responding to a crisis,” said Tim Perkins, CEO of O’Brien’s.

A definitive agreement to combine the companies has been executed and is subject to customary closing conditions. Please use the following link to access additional information regarding this announcement: http://wittobriens.piersystems.com

###

About WITT ASSOCIATES

Witt Associates is a public safety and crisis management consulting firm based in Washington, D.C. Witt Associates has unrivaled experience and hands-on knowledge of emergency preparedness, response, recovery and mitigation. Witt Associates bridges government agencies and non-profits with industry and citizens as they assist state and local governments to prepare for and recover from disasters and crisis. Witt Associates is a portfolio company of Juggernaut Capital Partners. More information can be found at www.wittassociates.com.

About O’BRIEN’S RESPONSE MANAGEMENT

O’Brien’s Response Management is a leading provider of emergency preparedness, response management and crisis services. O’Brien’s helps clients become more resilient by enabling them to Prepare, Respond, Communicate and Recover before, during and after a crisis. O’Brien’s Response Management, Inc. is a wholly-owned subsidiary of SEACOR Holdings (NYSE: CKH). More information can be found at www.obriensrm.com.

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, comments about the benefits of the contemplated transaction and the parties’ plans, objectives, expectations, intentions and other statements that are not historical facts. Such statements are based on the current beliefs of the parties’ respective managements and are subject to significant risks and uncertainties, the ability to complete the announced intention to combine the parties’ businesses, the ability to realize the expected benefits of the intended transaction and various other matters and factors, many of which are beyond the Company’s control. In addition, these statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. It is not possible to predict or identify all such factors. Consequently, the following should not be considered a complete discussion of all potential risks or uncertainties. The words “estimate,” “project,” “intend,” “believe,” “plan” and similar expressions are intended to identify forward-looking statements. 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. The forward-looking statements in this press release should be evaluated together with the many uncertainties that affect the Company’s businesses. The Company is not obligated to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.