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):                                        December 20, 2019

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, P.O. Box 13038, Fort Lauderdale, Florida	33316
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(954) 523-2200

Not Applicable

__________________________________________

Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	CKH	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction  A.2. below):

      ☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      ☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      ☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

      ☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01    Entry into Material Definitive Agreement.

On December 20, 2019, SEA-VISTA I LLC (“SEA-Vista”), an indirect wholly-owned subsidiary of SEACOR Holdings Inc. (“SEACOR”) that operates a fleet of owned and leased-in U.S.-flag product tankers, entered into an amended and restated credit agreement (the “A&R Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, security trustee, swingline lender, and issuing bank, joint lead arranger, joint lead bookrunner and lender (the “Administrative Agent”), DNB Capital Markets, Inc. as joint lead arranger and joint lead bookrunner, Regions Bank as joint lead arranger, joint lead bookrunner and lender, and each of DNB Capital, LLC, Truist Bank, BMO Harris Bank, N.A., Hancock Whitney Bank, and Prudential, as lenders, that amended and restated a credit facility agreement dated April 15, 2015 (the “2015 Credit Agreement”).

The A&R Credit Agreement provides for a revolving credit facility in the aggregate principal amount of $100,000,000, including a $10,000,000 swingline sub-facility (the “Revolving Loan”), and a term loan credit facility in the aggregate principal amount of $100,000,000 (the “Term Loan”); each of the Revolving Loan and the Term Loan has an accordion feature allowing for potential increases in a principal amount of up to $25,000,000, subject to receipt of lender commitments. The Revolving Loan allows for borrowings and re-borrowings from time to time until maturity. The Term Loan is a single draw facility that was drawn in full on December 20, 2019.

The amendments to the 2015 Credit Agreement contained in the A&R Credit Agreement, include, inter alia, (i) a modification to the margin above the relevant London Interbank Offered Rate or Base Rate as applicable, of between 2.00% and 2.75% and 1.00% and 1.75%, respectively, (ii) an extension of the date on which each of the Loans matures from April 15, 2020 to December 20, 2024, (iii) removal of the requirement for periodic mandatory prepayments from excess cashflow under the 2015 Credit Agreement, and (iv) replacement of restrictions on use of proceeds from disposition of vessels under the 2015 Credit Agreement with requirements for the maintenance of collateral coverage ratio and leverage ratio covenants (as described in the A&R Credit Agreement).

At the closing of the Credit Agreement, no amounts were drawn under the Revolving Loan, approximately $76 million of proceeds of the Term Loan were used to repay amounts outstanding under SEA-Vista’s prior credit agreement and $24 million of the proceeds of the Term Loan were used by SEA-Vista for working capital needs and general corporate purposes.

SEA-Vista’s obligations under the A&R Credit Agreement continue to be secured pursuant to a Guaranty and Collateral Agreement, as amended, confirmed and ratified by the parties thereto on December 20, 2019 (the “A&R GCA”), among SEA-Vista and several wholly-owned subsidiaries of SEA-Vista, namely, Lightship Tankers III LLC, Lightship Tankers IV LLC, Lightship Tankers V LLC, Seabulk Challenge LLC, SEA-Vista Newbuild I LLC, SEA-Vista Newbuild III LLC and Sea-Vista ATB I LLC, with the Administrative Agent, as security trustee. In addition, vessels owned by each of Lightship Tankers III LLC, Lightship Tankers IV LLC, Lightship Tankers V LLC, Seabulk Challenge LLC, Sea-Vista Newbuild I LLC, Sea-Vista Newbuild III LLC and Sea-Vista ATB I LLC continue to be subject to preferred mortgages in favor of the Administrative Agent as security trustee.

      SEA-Vista and the wholly-owned subsidiaries of SEA-Vista that are parties to the A&R GCA secured all obligations under the A&R Credit Agreement, subject to certain exceptions, by a pledge of substantially all of their tangible and intangible assets pursuant to the terms of the A&R GCA. SEACOR and its subsidiaries (other than SEA-Vista and its applicable subsidiaries) are not parties to or obligors under the A&R Credit Agreement, A&R GCA or any other security documents.

The A&R Credit Agreement and related security documents contain customary representations, warranties, events of default and covenants for loans of this type. Upon the occurrence of certain events of default, the lenders have the right to accelerate the repayment of all amounts outstanding under the A&R Credit Agreement.

The descriptions of the A&R Credit Agreement and the A&R GCA do not purport to be a complete statement of the parties’ rights under such agreement and is qualified in its entirety by reference to the full text of the A&R Credit Agreement and the A&R GCA, which will be filed with the Securities Exchange Commission.

 In the ordinary course of their respective businesses, one or more of the agents or lenders, or their affiliates, have and may have in the future various relationships with SEA-Vista, SEACOR and their affiliates involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, securities underwriting, advisory or other financial services, for which they received, or will receive, customary fees and reimbursement of expenses.

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

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD.

On January 9, 2020, SEACOR issued a press release with respect to the foregoing, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and 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 January 9, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).*

* Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

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/   Bruce Weins
Name:	Bruce Weins
Title:	Senior Vice President and Chief Financial Officer

Date: January 9, 2020

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

SEA-VISTA ANNOUNCES REFINANCING OF CREDIT FACILTIES, COMMENCEMENT OF NEW CHARTERS, AND INCREASE IN CHARTER BACKLOG

Fort Lauderdale, FL, Jan. 9, 2020. SEA-Vista I LLC (“SEA-Vista”), an indirect wholly-owned subsidiary of SEACOR Holdings Inc. (“SEACOR”) (NYSE:CKH), announced today that it entered into an amended and restated $200 million credit agreement (the “Agreement”), which refinanced its existing credit facilities, with a syndicate of lenders led by JPMorgan Chase.

The Agreement provides for a $100 million revolving credit facility and a $100 million term loan facility, both of which mature in December 2024. The Agreement allows SEA-Vista to use the borrowings for general corporate purposes, including acquisitions, and contains a $50 million accordion feature subject to lender approval. At closing, the revolving credit facility remained undrawn, and approximately $76 million of the term loan proceeds were used to fund the repayment of SEA-Vista’s original credit facility. The SEA-Vista facilities are non-recourse to SEACOR and its subsidiaries other than SEA-Vista.

SEA-Vista also announced the commencement of a 7-year bareboat charter with an oil major and the execution of a new 12-month time charter to one of the world’s largest refiners. Including these two charters, SEA-Vista’s chartered revenue backlog as of December 31, 2019 was approximately $237 million through 2026. Currently, SEA-Vista’s U.S.-flag articulated tug-barge, the Sea-Power/Sea-Chem, is the only vessel entering 2020 with exposure to the spot market.

Eric Fabrikant, Chief Operating Officer of SEACOR, commented, “The refinancing provides SEA-Vista with additional flexibility as it seeks strategic opportunities to grow. We appreciate the strong support shown by our lending partners, which we believe reflects confidence in SEA-Vista’s robust backlog of revenues and cash flows.”

* * * * *

About SEA-Vista

SEA-Vista I LLC, an indirect wholly-owned subsidiary of SEACOR Holdings Inc., operates a fleet of U.S.-flag product tankers servicing the U.S. coastwise trade of crude oil, petroleum and chemical products.

About SEACOR Holdings

SEACOR Holdings Inc. is a diversified holding company with interests in domestic and international transportation and logistics, crisis and emergency management, and clean fuel and power solutions. SEACOR is publicly traded on the New York Stock Exchange under the symbol CKH.

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 Ocean Transportation & Logistics Services, decreased demand for Ocean Transportation & Logistics 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 Ocean Transportation & Logistics Services and Inland Transportation & Logistics 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 Ocean Transportation & Logistics Services and Inland Transportation & Logistics 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 Transportation & Logistics Services’ operations, the ability to realize anticipated benefits from acquisitions and other strategic transactions, adequacy of insurance coverage, the attraction and retention of qualified personnel by the Company, changes in U.S. and international trade policies 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, contact Investor Relations at (954) 523-2200 or visit SEACOR’s website at www.seacorholdings.com.

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Document And Entity Information	Dec. 20, 2019
Document Information [Line Items]
Entity, Registrant Name	SEACOR Holdings Inc.
Document, Type	8-K
Document, Period End Date	Dec. 20, 2019
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-12289
Entity, Tax Identification Number	13-3542736
Entity, Address, Address Line One	2200 Eller Drive
Entity, Address, Address Line Two	P.O. Box 13038
Entity, Address, City or Town	Fort Lauderdale
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	33316
City Area Code	954
Local Phone Number	523-2200
Title of 12(b) Security	Common Stock
Trading Symbol	CKH
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000859598