0001437749-17-020667.txt : 20171214 0001437749-17-020667.hdr.sgml : 20171214 20171213195258 ACCESSION NUMBER: 0001437749-17-020667 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20171213 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171214 DATE AS OF CHANGE: 20171213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEACOR HOLDINGS INC /NEW/ CENTRAL INDEX KEY: 0000859598 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 133542736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12289 FILM NUMBER: 171254962 BUSINESS ADDRESS: STREET 1: 2200 ELLER DRIVE STREET 2: PO BOX 13038 CITY: FORT LAUDERDALE STATE: FL ZIP: 33316 BUSINESS PHONE: 954 523-2200 MAIL ADDRESS: STREET 1: 2200 ELLER DRIVE STREET 2: PO BOX 13038 CITY: FORT LAUDERDALE STATE: FL ZIP: 33316 FORMER COMPANY: FORMER CONFORMED NAME: SEACOR SMIT INC DATE OF NAME CHANGE: 19970515 FORMER COMPANY: FORMER CONFORMED NAME: SEACOR HOLDINGS INC DATE OF NAME CHANGE: 19950327 FORMER COMPANY: FORMER CONFORMED NAME: SEACORE HOLDINGS INC DATE OF NAME CHANGE: 19950313 8-K 1 seah20171213_8k.htm FORM 8-K seah20171213_8k.htm

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 13, 2017

 

 
 

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))

 

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

 

On December 13, 2017, SEACOR Holdings Inc. (“SEACOR” or the “Company”) issued a press release announcing that its SEA-Vista subsidiary has reached an agreement to sell one of its ECO-Class tankers for approximately $135 million and lease the vessel from the purchaser. A copy of the press release is hereby incorporated by reference and attached to this Current Report on Form 8-K as Exhibit 99.1.

 

On December 13, 2017, SEACOR issued a press release announcing that SEACOR and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), entered into a Supplemental Indenture (the “Supplemental Indenture”) on December 12, 2017 to the Indenture, dated as of December 11, 2012 (the “Indenture”), among SEACOR and the Trustee, pursuant to which SEACOR issued its 2.50% Convertible Senior Notes due 2027 (the “Notes”). The Supplemental Indenture includes an additional Specified Repurchase Date of May 31, 2018 in the Indenture and surrenders and waives the Company’s right to redeem the Notes until May 31, 2018. The execution of the Supplemental Indenture was previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2017. A copy of the press release is hereby incorporated by reference and attached to this Current Report on Form 8-K as Exhibit 99.2.

 

In connection with the Company’s previously announced declaration of a dividend consisting of 3,977,135 shares of Dorian LPG Ltd. common stock (the “Dividend”) payable on December 20, 2017, SEACOR is mailing an information statement to stockholders of record entitled to the Dividend containing information about the final distribution ratio of the Dividend, the treatment of fractional shares resulting from the Dividend and tax consequences to recipients of the Dividend (the “Information Statement”). A copy of the Information Statement is hereby incorporated by reference and attached to this Current Report on Form 8-K as Exhibit 99.3.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

   

Exhibit No.

Description

99.1

Press Release of SEACOR Holdings Inc., dated December 13, 2017

99.2

Press Release of SEACOR Holdings Inc., dated December 13, 2017

99.3

Information Statement, dated December 13, 2017

 

 

 

 


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 and

 

Corporate Secretary

 

 

Dated: December 13, 2017

EX-99.1 2 ex_102075.htm EXHIBIT 99.1 ex_102075.htm

Exhibit 99.1

 

 

 

 

 

 

 

 

 

PRESS RELEASE

 

SEACOR HOLDINGS INC. ANNOUNCES SALE AND LEASE

OF SEA-VISTA TANKER

 

Fort Lauderdale, Florida

December 13, 2017

 

FOR IMMEDIATE RELEASE - SEACOR Holdings Inc. ("SEACOR") (NYSE: CKH) today announced that its SEA-Vista subsidiary has reached an agreement to sell one of its ECO-Class tankers for approximately $135 million.

 

In conjunction with the sale, SEA-Vista will lease the vessel from the purchaser and simultaneously bareboat the vessel to an oil major for the duration of the lease. The transaction is expected to close before year end.

 

Sale proceeds will be used to pay down SEA-Vista’s outstanding term loans and revolver, after which SEA-Vista will have approximately $130 million of debt outstanding.  SEA-Vista’s debt is non-recourse to SEACOR and included in SEACOR’s consolidated financial statements.

 

Through the first half of 2018, approximately 88% of SEA-Vista’s available service days are contracted, and as of December 31, 2017, SEA-Vista will have a revenue backlog of $452 million consisting of a combination of time-charter and bareboat contract revenues that extend over 9 years. 

 

SEACOR owns 51% of SEA-Vista.

 

* * * * *

 

About SEACOR

 

SEACOR is a diversified holding company with interests in domestic and international transportation and logistics and risk management consultancy. SEACOR is publicly traded on the New York Stock Exchange (NYSE) under the symbol CKH.

  

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

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. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by management of the Company. 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 risks relating to 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, increased government legislation and regulation of the Company’s businesses that could increase the 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, 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, 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 Shipping 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 Inland River Services and Shipping Services on several key 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 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 ability to realize anticipated benefits from acquisitions and other strategic transactions, adequacy of insurance coverage, the ability to recognize the anticipated benefits of the Spin-off, the ability to remediate the material weaknesses the Company has identified in its internal controls over financial reporting, 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 and other reports filed by the Company with the Securities and Exchange Commission (“SEC”). 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. Given these risk factors, investors and analysts should not place undue reliance on 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, 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 SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

 

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

 

2

EX-99.2 3 ex_102077.htm EXHIBIT 99.2 ex_102077.htm

Exhibit 99.2

 

 

 

 

 

 

 

 

 

PRESS RELEASE

 

SEACOR ADDS ADDITIONAL PUT RIGHT AND WAIVES REDEMPTION

RIGHT TO ITS 2.50% CONVERTIBLE SENIOR NOTES DUE 2027

 

Fort Lauderdale, Florida

December 13, 2017

 

FOR IMMEDIATE RELEASE - On December 12, 2017, SEACOR Holdings Inc. (“SEACOR” or the “Company”) entered into a Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated as of December 11, 2012 (the “Indenture”), governing SEACOR’s 2.50% Convertible Senior Notes due 2027 (the “Notes”).

 

Under the terms of the Indenture, holders of the Notes currently have the right to require the Company to purchase their Notes on December 19, 2017 pursuant to the terms of the Issuer Repurchase Notice, dated November 13, 2017, and related materials (the “December 2017 Put Option”).

 

The Supplemental Indenture amends the Indenture to provide holders with an additional put right for their Notes on May 31, 2018. In addition, under the Supplemental Indenture SEACOR surrendered and waived its right to redeem the Notes until May 31, 2018.

 

Nothing in the Supplemental Indenture affects holders of the Notes’ rights and SEACOR’s obligations with respect to the December 2017 Put Option.

 

About SEACOR

 

SEACOR is a diversified holding company with interests in domestic and international transportation and logistics and risk management consultancy. SEACOR is publicly traded on the New York Stock Exchange (NYSE) under the symbol CKH.

  

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

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. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by management of the Company. 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 risks relating to 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, increased government legislation and regulation of the Company’s businesses that could increase the 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, 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, 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 Shipping 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 Inland River Services and Shipping Services on several key 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 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 ability to realize anticipated benefits from acquisitions and other strategic transactions, adequacy of insurance coverage, the ability to recognize the anticipated benefits of the Spin-off, the ability to remediate the material weaknesses the Company has identified in its internal controls over financial reporting, 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 and other reports filed by the Company with the Securities and Exchange Commission (“SEC”). 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. Given these risk factors, investors and analysts should not place undue reliance on 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, 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 SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

 

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

 

 

 

 

 

 

EX-99.3 4 ex_102078.htm EXHIBIT 99.3 ex_102078.htm

Exhibit 99.3

 

 

Information Statement

 

As previously announced on November 28, 2017, the board of directors of SEACOR Holdings Inc. (“SEACOR”) has declared a dividend payable to all of its stockholders on a pro rata basis, consisting of 3,977,135 shares of Dorian LPG Ltd. (“Dorian”) common stock (the “Dividend”). The Dividend will be paid on December 20, 2017 (the “Distribution Date”) to SEACOR stockholders of record as of 5:00 p.m., New York City time, on December 8, 2017 (the “Record Date”). This Information Statement is being furnished to SEACOR’s stockholders to provide SEACOR’s stockholders with certain information about the Dividend.

 

The date of this Information Statement is December 13, 2017.

 

Distribution Ratio

 

The final distribution ratio has been determined to be approximately 0.2216 shares of Dorian common stock for each share of SEACOR common stock held as of the Record Date.

 

Treatment of Fractional Shares

 

Holders of SEACOR common stock will not receive fractional shares of Dorian common stock in the Dividend that would otherwise result from the Dividend’s distribution ratio. Fractional shares that registered holders of SEACOR common stock (or, in the case of shares that are held through the Depository Trust Company (“DTC”), beneficial owners of such common stock) would otherwise have been entitled to receive will be aggregated and sold in the public market by Computershare Inc. (“Computershare”), the transfer agent in connection with the Dividend. Computershare will distribute pro rata (based on the fractional shares such registered holder of SEACOR common stock (or, in the case of shares that are held through DTC, beneficial owners of such common stock) would otherwise be entitled to receive), the aggregate net cash proceeds from the sales of the aggregated fractional shares.  Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

 

 

 

 

Material U.S. Federal Income Tax Consequences

 

The following is a summary of material U.S. federal income tax consequences to SEACOR stockholders of the distribution by SEACOR to its stockholders of shares of Dorian common stock pursuant to the Dividend. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder and judicial and administrative interpretations of the Code and the U.S. Treasury regulations, all as in effect on the date of this letter, and is subject to changes in these or other governing authorities, any of which may have a retroactive effect. This summary does not purport to be a complete description of all U.S. federal income tax consequences of the Dividend nor does it address the effects of any state, local or foreign tax laws or U.S. federal tax laws other than those relating to income taxes on the Dividend. The tax treatment of a SEACOR stockholder may vary depending upon that stockholder’s particular situation, and certain stockholders (including, but not limited to, insurance companies, tax-exempt organizations, retirement plans, tax-deferred or other retirement accounts, financial institutions, broker-dealers, regulated investment companies, real estate investment trusts, partners in partnerships that hold common shares in SEACOR, pass-through entities, traders in securities who elect to apply a mark-to-market method of accounting, stockholders who hold their SEACOR common stock as part of a “hedge,” “straddle,” “conversion,” “synthetic security,” “integrated investment” or “constructive sale transaction,” stockholders whose functional currency is not the U.S. dollar, individuals who received SEACOR common stock upon the exercise of employee stock options or otherwise as compensation, and stockholders who are subject to alternative minimum tax or the “Medicare” tax on net investment income) may be subject to special rules not discussed below. In addition, this summary does not address the U.S. federal income tax consequences of the Dividend to those SEACOR stockholders who do not hold their SEACOR common stock as capital assets within the meaning of Section 1221 of the Code.

 

Each stockholder is urged to consult the stockholder’s tax advisor as to the specific tax consequences of the Dividend to that stockholder, including the effect of any U.S. federal, state or local or foreign tax laws and of changes in applicable tax laws.

 

For the purposes of this discussion, the term “U.S. Holder” means a beneficial owner of SEACOR common stock who is, for U.S. federal income tax purposes:

 

 

an individual who is a citizen or resident of the United States;

 

 

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

 

certain former citizens or long-term residents of the United States;

 

 

an estate the income of which is subject to U.S. federal income tax regardless of its source; or

 

 

a trust (i) whose administration is subject to the primary supervision of and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election to be treated as a United States person.

 

The term "Non-U.S. Holder" means a beneficial owner of SEACOR common stock that is not a U.S. Holder.

 

2

 

 

Taxation of U.S. Holders

 

The Dividend will be treated as a distribution to each SEACOR stockholder with respect to their SEACOR common stock of Dorian common stock in an amount equal to the fair market value of the Dorian common stock distributed to the SEACOR stockholder, including the value of any fractional shares of Dorian common stock that will be sold on behalf of such holder. The Dividend will be treated as a dividend for U.S. federal income tax purposes to the extent of SEACOR’s current or accumulated earnings and profits (determined under U.S federal income tax rules). Any portion of the value of Dorian stock distributed that exceeds SEACOR’s current and accumulated earnings and profits will be treated first as a non-taxable return of capital to the extent of the SEACOR stockholder’s tax basis in its SEACOR common stock (which amounts would reduce such stockholder’s tax basis in its SEACOR common stock), with any remaining amounts being taxed as capital gain. SEACOR has not yet determined the amount of its current and accumulated earnings and profits, but currently expects that all of the Dividend will be treated as a dividend for U.S. federal income tax purposes. A final determination will be made by SEACOR after the conclusion of its taxable year. Any portion of the Dividend that is treated as a dividend for U.S. federal income tax purposes may qualify for the dividends-received deduction if such amount is distributed to a U.S. Holder that is a corporation and certain holding period and other requirements are satisfied. Any dividend received by a U.S. Holder that is a corporation may also be subject to the “extraordinary dividend” provisions of the Code. Non-corporate U.S. Holders may be eligible for a reduced rate of tax on any amount treated as a dividend if certain holding period requirements are met. A SEACOR stockholder should have a tax basis in the Dorian common stock received in the Dividend equal to the fair market value of such stock on the Distribution Date and a holding period for that stock beginning the day after the Dividend.

 

A SEACOR stockholder who receives cash in lieu of a fractional share of Dorian common stock will be treated as having received and then sold such fractional share for cash, and will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and such SEACOR stockholder’s adjusted tax basis in such fractional share.

 

Taxation of Non-U.S. Holders

 

Except as described below under "Effectively Connected Income," a Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30%, or such lower rate specified by an applicable income tax treaty, on any portion of the Dividend that is treated as a dividend, determined as described above under the heading “Taxation of U.S. Holders.” In order to obtain a reduced rate of U.S. federal withholding tax under an applicable income tax treaty, a Non-U.S. Holder will be required to provide a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form) certifying such Non-U.S. Holder's entitlement to benefits under the treaty. Non-U.S. Holders are urged to consult their own tax advisors regarding the possible entitlement to benefits under an income tax treaty.

 

3

 

 

Effectively Connected Income

 

If any portion of the Dividend is treated as a dividend or as giving rise to gain with respect to SEACOR common stock, as described above under the heading “Taxation of U.S. Holders,” and such amount is treated as effectively connected with a Non-U.S. Holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to such Non-U.S. Holder's U.S. permanent establishment or fixed base), such Non-U.S. Holder generally will be subject to U.S. federal income tax on a net income basis on any such dividend or gain in the same manner as if such Non-U.S. Holder were a U.S. Holder unless an applicable income tax treaty provides otherwise. Such Non-U.S. Holder generally will be exempt from withholding tax on any such amount treated as a dividend, provided such Non-U.S. Holder complies with certain certification requirements (generally on IRS Form W-8ECI). In addition, a Non-U.S. Holder that is a foreign corporation may be subject to a branch profits tax at a rate of 30% (or a lower rate provided by an applicable income tax treaty) on such Non-U.S. Holder's earnings and profits for the taxable year that are effectively connected with such Non-U.S. Holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to such holder's U.S. permanent establishment), subject to adjustments.

 

Backup Withholding and Information Reporting

 

The amount of the Dividend and payments of cash to a holder of SEACOR common stock in lieu of fractional shares of Dorian common stock may be subject to information reporting and backup withholding (currently, at a rate of 28%), unless such SEACOR stockholder delivers a properly completed IRS Form W-9, certifying such SEACOR stockholder’s correct taxpayer identification number and certain other information, or otherwise establishing a basis for exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a SEACOR stockholder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

 

The foregoing is a summary of material U.S. federal income tax consequences of the Dividend under current law and particular circumstances. The foregoing does not purport to address all U.S. federal income tax consequences or tax consequences that may arise under the tax laws of other jurisdictions or that may apply to particular categories of stockholders. Each SEACOR stockholder should consult its own tax advisor as to the particular tax consequences of the Dividend to such stockholder, including the application of U.S. federal, state or local and foreign tax laws, and the effect of possible changes in tax laws that may affect the tax consequences described above.

 

Contact Information

 

If you have any questions regarding your holdings of SEACOR stock, you can contact AST Financial, SEACOR’s transfer agent, at (800) 937-5449 or (718) 921-8124, Monday through Friday, 8:00 a.m. to 8:00 p.m. (ET), or you can email help@astfinancial.com. If you have any questions regarding your new holdings of Dorian stock, you can contact Computershare Inc., Dorian’s transfer agent, at (877) 373 6374 (toll free) or (781) 575 2879 (toll), Monday through Friday, 8:00 a.m. to 8:00 p.m. (ET), or you can email web.queries@computershare.com

 

This Information Statement will be mailed to SEACOR stockholders on or about December 13, 2017. Notice of the Dividend will be mailed by Computershare Inc. on or about December 27, 2017. If you do not receive notice of the Divided on or about December 27, 2017, you should contact Computershare Inc. at (877) 373 6374 (toll free) or (781)-575 2879 (toll).

 

4

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