SC14D9C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

SEACOR Holdings Inc.

(Name of Subject Company)

SEACOR Holdings Inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

811904101 

(CUSIP Number of Class of Securities)

William C. Long

Chief Legal Officer

2200 Eller Drive

Fort Lauderdale, Florida, 33316

(954) 523-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With a copy to:

Scott W. Golenbock 

Brett Nadritch

Milbank LLP

55 Hudson Yards 

New York, New York 10001-2163

(212) 530-5000

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9C consists of the following documents related to the proposed acquisition of SEACOR Holdings Inc. ("SEACOR" or the “Company”), pursuant to the terms of an Agreement and Plan of Merger, dated as of December 4, 2020, by and among the Company, Safari Parent, Inc. (“Parent”) and Safari Merger Subsidiary, Inc. (“Merger Sub”).

1.	Joint Press Release, dated December 7, 2020, issued by the Company and Parent on December 7, 2020, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the United States Securities and Exchange Commission on December 7, 2020 (File No. 001 – 12289).
2.	Letter to the Company’s Employees from Charles Fabrikant, Executive Chairman and Chief Executive Officer of the Company, and Eric Fabrikant, Chief Operating Officer of the Company, first used on December 7, 2020, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

3.	Letter to Customers, first used on December 7, 2020, a copy of which is attached hereto as Exhibit 99.3 and incorporated is herein by reference.
4.	Customer Talking Points and FAQ, first used on December 7, 2020, a copy of which is attached hereto as Exhibit 99.4, and is incorporated herein by reference.
5.	Manager and Captain Talking Points and FAQ, first used on December 7, 2020, a copy of which is attached hereto as Exhibit 99.5, and is incorporated herein by reference.

Items #1-5 above were first used or made available on December 7, 2020. In addition, the information set forth under Item 1.01 and Item 8.01 of the Current Report on Form 8-K filed by the Company on December 7, 2020 (including all exhibits attached thereto) are incorporated herein by reference.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The tender offer described in this Schedule 14D-9C has not yet commenced. This Schedule 14D-9C is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of SEACOR, nor is it a substitute for any tender offer materials that Parent, Merger Sub or the Company will file with the SEC. A solicitation and an offer to buy shares of the Company will be made only pursuant to an offer to purchase and related materials that Parent intends to file with the SEC. At the time the tender offer is commenced, Parent will file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of the Company at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free by contacting the Company. Free copies of these materials and certain other offering documents will be made available by the Company upon request, by mail to SEACOR Holdings Inc., 2200 Eller Drive, Fort Lauderdale, FL 33316, attention: Investor Relations, or by phone at 1-954-523-2200, or by directing requests for such materials to the information agent for the offer, which will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by the Company will be available free of charge under the “Investors” section of the Company’s internet website at seacorholdings.com.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, the Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This filing, as well as the exhibits attached hereto, includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements discussed in this communication as well as in other reports, materials and oral statements that the Company releases from time to time 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, including statements about the potential benefits of the proposed transaction, the prospective performance and outlook of the surviving company’s business, performance and opportunities, the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction. 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 (i) uncertainties as to the timing and expected financing of the tender offer; (ii) the risk that the proposed transaction may not be completed, or if it is completed, that it will close in a timely manner; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived; (vi) the possibility of business disruptions due to transaction-related uncertainty and the response of business partners to the announcement, including customers; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) risks relating to the COVID-19 pandemic, including the volatility the pandemic has caused in the capital markets and the effects it has had and could continue to have on the global economy and (x) various other matters and factors 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 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 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.

Exhibit No.	Description
99.1	Joint Press Release, dated December 7, 2020, issued by the Company and Parent, on December 7, 2020, incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the United States Securities and Exchange Commission on December 7, 2020 (File No. 001 – 12289).
99.2	Letter to the Company’s Employees from Charles Fabrikant, Executive Chairman and Chief Executive Officer of the Company, and Eric Fabrikant, Chief Operating Officer of the Company, first used on December 7, 2020
99.3	Letter to Customers, first used on December 7, 2020.
99.4	Customer Talking Points and FAQ, first used on December 7, 2020.
99.5	Manager and Captain Talking Points and FAQ, first used on December 7, 2020.

EX-99.2

Exhibit 99.2

December 7, 2020

Charles Fabrikant – Executive Chairman and Chief Executive Officer

Dear Colleagues,

I am pleased to share with you exciting news. Today we announced we have entered into an agreement with an affiliate of American Industrial Partners (AIP) to take SEACOR Holdings private. AIP is a leading private equity firm that focuses on investing in industrial, services, and marine businesses and providing them capital to accelerate growth. The press release announcing the news is attached.

AIP’s desire to partner with SEACOR is an affirmation of confidence in its businesses and management team, and a salute to the commitment that all of you demonstrate every day. Under private ownership, the company will have financial flexibility and additional access to capital to pursue growth opportunities across all our businesses, via consolidation, adding working assets and/or investing in lines of business that augment existing operations.

During the past two months, SEACOR’s leadership team has spent considerable time with AIP’s partners and associates. We believe that AIP is the right partner for SEACOR’s culture. AIP has deep expertise providing financial, strategic, and operating support to management teams of businesses such as those SEACOR owns. Many of AIP’s senior partners also have strong operating backgrounds and their culture and “DNA” are a good match with ours. They are focused on long-term value creation and understand the operating challenges of businesses that have cycles and the priority of safety in operations, maintaining equipment and servicing customers and clients.

This transaction will deliver immediate and meaningful value to our shareholders, and I am confident that you and our customers will benefit from becoming part of the AIP family.

Following the close of the transaction, which we expect to occur by the end of the first quarter of 2021, I will step down from my executive positions and Eric Fabrikant will assume the role of Chief Executive Officer. Some of you have been colleagues for more than 20 years. All of you have worked diligently for SEACOR and I want to extend my thanks for the support and take pleasure in having watched you give the same commitment to Eric. As many of you know, Eric has been instrumental in developing our corporate strategy and handling day to day operations. I am pleased and proud to have Eric take over the position of CEO. I am confident that SEACOR will continue to flourish under the leadership of Eric and your business unit leaders and managers, working in partnership with AIP, and I will continue to be available to help in any way I can.

SEACOR Holdings Inc.
2200 Eller Drive
P.O. Box 13038	T: +1 954 523 2200
Fort Lauderdale, FL 33316	F: +1 954 524 9185	SEACORHOLDINGS.COM

Eric Fabrikant – Chief Operating Officer

I am exceptionally honored to be stepping into the leadership role for such a strong and dynamic set of businesses. The progress we have made growing SEACOR, serving our diverse group of customers and continually improving our operations reflects the decades of support you have given to my father and in recent years to me as well. I feel fortunate to lead a talented group of managers and a dedicated roster of personnel throughout the organization. I am confident of a smooth transition and excited to partner with AIP in guiding SEACOR and all of you forward into our next chapter.

I know there are questions about what all this means for you. I can assure you that today’s announcements will have no immediate impact on our day-to-day operations – it is very much business as usual for those of us who work for SEACOR and our responsibility remains constant, to focus on safety and to provide all our essential services to our customers. We are embarking on an exciting journey and I feel privileged to be leading us in developing new opportunities.

Thanks for your continued commitment to SEACOR.

Regards,

Charles Fabrikant & Eric Fabrikant

Additional Information and Where to Find It

The tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for any tender offer materials that AIP (or an entity AIP controls) or the Company will file with the United States Securities and Exchange Commission (the “SEC”). A solicitation and an offer to buy shares of the Company will be made only pursuant to an offer to purchase and related materials that AIP (or an entity AIP controls) intends to file with the SEC. At the time the tender offer is commenced, AIP (or an entity AIP controls) will file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of the Company at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free by contacting the Company. Free copies of these materials and certain other offering documents will be made available by the Company upon request by mail to SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, FL 33316, attention: Investor Relations, or by phone at 1-954-523-2200, or by directing requests for such materials to the information agent for the offer, which will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by the Company will be available free of charge under the “Investors” section of the Company’s internet website at seacorholdings.com. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, the Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

SEACORHOLDINGS.COM

Cautionary Note Regarding Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements discussed in this communication as well as in other reports, materials and oral statements that the Company releases from time to time 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, including statements about the potential benefits of the proposed transaction, the prospective performance and outlook of the surviving company’s business, performance and opportunities, the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction. 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 (i) uncertainties as to the timing and expected financing of the tender offer; (ii) the risk that the proposed transaction may not be completed, or if it is completed, that it will close in a timely manner; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived; (vi) the possibility of business disruptions due to transaction-related uncertainty and the response of business partners to the announcement, including customers; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) risks relating to the COVID-19 pandemic, including the volatility the pandemic has caused in the capital markets and the effects it has had and could continue to have on the global economy and (x) various other matters and factors 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 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 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.

SEACORHOLDINGS.COM

EX-99.3

Exhibit 99.3

Dear Valued Customer,

This morning, we announced that SEACOR, the parent company of [BUSINESS LINE], has entered into an agreement with an affiliate of American Industrial Partners (AIP), a leading private equity firm that focuses on buying, improving, and growing industrial, services, and marine businesses, to take the company private. The press release we issued to announce the transaction is viewable here.

We are excited about the relationship with AIP. This is an important step for SEACOR that will help us build upon our unique, diversified platform. As a result of this transaction, we will have the financial flexibility to further invest in our business and pursue growth opportunities that will expand our capabilities and benefit our customers.

Importantly, nothing about our relationship changes as a result of today’s announcement. We expect the transaction to be completed by the end of the first quarter of 2021, subject to the tender of shares representing at least two-thirds of the total number of SEACOR’s outstanding shares in the tender offer to be conducted by AIP, the expiration or termination of the antitrust waiting period, and other customary conditions. In the meantime, we are focused on executing a seamless transition and continuing to provide you with quality service and safe and reliable equipment.

If you have any immediate questions, please don’t hesitate to reach out to your usual service provider contact.

Thank you for your continued commitment.

Sincerely,

[NAME OF CUSTOMER RELATIONSHIP OWNER]

Additional Information and Where to Find It

The tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for any tender offer materials that AIP (or an entity AIP controls) or the Company will file with the United States Securities and Exchange Commission (the “SEC”). A solicitation and an offer to buy shares of the Company will be made only pursuant to an offer to purchase and related materials that AIP (or an entity AIP controls) intends to file with the SEC. At the time the tender offer is commenced, AIP (or an entity AIP controls) will file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of the Company at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free by contacting the Company. Free copies of these materials and certain other offering documents will be made available by the Company upon request by mail to SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, FL 33316, attention: Investor Relations, or by phone at 1-954-523-2200, or by directing requests for such materials to the information agent for the offer, which will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by the Company will be available free of charge under the “Investors” section of the Company’s internet website at seacorholdings.com. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, the Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Cautionary Note Regarding Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements discussed in this communication as well as in other reports, materials and oral statements that the Company releases from time to time 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, including statements about the potential benefits of the proposed transaction, the prospective performance and outlook of the surviving company’s business, performance and opportunities, the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction. 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 (i) uncertainties as to the timing and expected financing of the tender offer; (ii) the risk that the proposed transaction may not be completed, or if it is completed, that it will close in a timely manner; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived; (vi) the possibility of business disruptions due to transaction-related uncertainty and the response of business partners to the announcement, including customers; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) risks relating to the COVID-19 pandemic, including the volatility the pandemic has caused in the capital markets and the effects it has had and could continue to have on the global economy and (x) various other matters and factors 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 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 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.

EX-99.4

Exhibit 99.4

Project Safari Customer Talking Points

The following talking points are designed to be used to guide conversations with customers and answer their questions regarding SEACOR Holdings’ agreement to be taken private by an affiliate of AIP. If you do not know the answer to a question, please do not speculate or make up an answer, but refer the question to Eric Fabrikant.

● As you may have seen, today SEACOR Holdings, the parent company of [BUSINESS LINE], announced that it has entered into a definitive agreement to be taken private by an affiliate of American Industrial Partners, a private equity firm that focuses on investing in industrial, services, and marine businesses and providing them capital to accelerate growth.

● This is exciting news and an important step for SEACOR to build upon our unique and diversified platform.

● This transaction will give us the financial flexibility to further invest in our business and pursue growth opportunities that will expand our capabilities and benefit customers.

● We expect the going-private transaction will be completed by the end of the first quarter of 2021.

● I can assure you that nothing about our relationship will change as a result of today’s announcement – it is business as usual here at [BUSINESS LINE].

● Our number-one priority remains providing you with the highest quality service, while focusing on safety of our operations, reducing carbon footprint, respecting the environment, and providing reliable equipment maintained to the highest standard.

● Thank you for your continued commitment – I would be happy to answer any questions you may have.

FAQ

1. What does this transaction mean for [INSERT RELEVANT BU NAME] and my relationship with it?

● This transaction has no impact on the day-to-day operations of [INSERT RELEVANT BU NAME] and your relationship with us remains unchanged.

● We are we are focused on continuing to provide you with the reliable, quality service you have come to expect.

2. Will this transaction have any implications on customer contracts or pricing?

● We do not expect any changes to our customer contracts or pricing as a result of this transaction.

● We expect the transaction to be completed by the end of the first quarter of 2021 and will be sure to update you with any additional developments throughout the process.

● This transaction will give SEACOR additional capital and the financial flexibility to further invest in our business and pursue growth opportunities that will expand our capabilities and benefit customers like yourself.

3. Will you be discontinuing any of your service lines?

● We do not expect any interruptions or changes for our customers as part of this transaction.

● We expect the transaction to be completed by the end of the first quarter of 2021 and our goal is to make the transition as seamless as possible for our customers. In the meantime, we are focused on continuing to provide you with the reliable, quality service you have come to expect.

4. Will my normal contact change?

● No – your contact at the Company will remain the same.

Additional Information and Where to Find It

The tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for any tender offer materials that AIP (or an entity AIP controls) or the Company will file with the United States Securities and Exchange Commission (the “SEC”). A solicitation and an offer to buy shares of the Company will be made only pursuant to an offer to purchase and related materials that AIP (or an entity AIP controls) intends to file with the SEC. At the time the tender offer is commenced, AIP (or an entity AIP controls) will file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of the Company at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free by contacting the Company. Free copies of these materials and certain other offering documents will be made available by the Company upon request by mail to SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, FL 33316, attention: Investor Relations, or by phone at 1-954-523-2200, or by directing requests for such materials to the information agent for the offer, which will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by the Company will be available free of charge under the “Investors” section of the Company’s internet website at seacorholdings.com. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, the Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Cautionary Note Regarding Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements discussed in this communication as well as in other reports, materials and oral statements that the Company releases from time to time 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, including statements about the potential benefits of the proposed transaction, the prospective performance and outlook of the surviving company’s business, performance and opportunities, the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction. 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 (i) uncertainties as to the timing and expected financing of the tender offer; (ii) the risk that the proposed transaction may not be completed, or if it is completed, that it will close in a timely manner; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived; (vi) the possibility of business disruptions due to transaction-related uncertainty and the response of business partners to the announcement, including customers; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) risks relating to the COVID-19 pandemic, including the volatility the pandemic has caused in the capital markets and the effects it has had and could continue to have on the global economy and (x) various other matters and factors 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 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 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.

EX-99.5

Exhibit 99.5

Project Safari Manager & Captain Talking Points

The following talking points are designed to be used to guide your conversations with employees and answer their questions regarding SEACOR Holdings’ agreement to be taken private by an affiliate of AIP. If you do not know the answer to a question, please do not speculate or make up an answer, but refer the question to your business unit leader.

● Thanks for taking the time to discuss some exciting news our parent company announced today.

● I hope you have had the chance to see the news that our parent company SEACOR Holdings announced that it has entered into a definitive agreement to be taken private by an affiliate of American Industrial Partners, a private equity firm that focuses on investing in industrial, services, and marine businesses and growing them.

● The fact that AIP wants to invest in and partner with SEACOR is a sign of AIP’s confidence in SEACOR’s businesses, including ours.

● This is exciting news – under private ownership, SEACOR will be better able to pursue growth opportunities across all our businesses via consolidation, adding working assets, and/or investing in lines of business that enhance existing operations.

● Importantly, AIP understands our business. The firm has invested in successfully grown industrial, services, and marine businesses and they understand the operating challenges of businesses that have cycles, as well as the priority of safety in operations, maintaining equipment, and servicing customers and clients.

● After months of working with the people at AIP, our senior leadership is confident that AIP is the right partner for our culture and will position us for success in the future.

● Most importantly, I want to assure you that this announcement will not have any immediate impact on our day-to-day operations – it is business as usual.

● It is critical that we all remain focused on safety and providing our essential services to our customers.

● Thank you again for your commitment and focus – please feel free to reach out with any questions, I would be happy to answer them.

FAQ

1. What was announced today?

● SEACOR has announced an agreement to be acquired by and affiliate of American Industrial Partners, a private equity fund.

● Following the completion of the transaction, SEACOR will cease to be a publicly-traded company and it is anticipated that AIP will own 100% of SEACOR.

● Charles Fabrikant has announced that he will step down from his executive roles when the transaction is complete, and Eric Fabrikant will assume the role of Chief Executive Officer upon the closing.

● We do not anticipate any other management changes at SEACOR, or any of our business units, as a result of this transaction.

2. How is this transaction expected to benefit employees?

● We believe that AIP is the right partner strategically, operationally, and culturally to position us for long-term success.

● AIP’s senior partners have operating backgrounds and their culture and “DNA” are a good match. They are focused on creation of value over the long term.

● They also understand the operating challenges of businesses that have cycles and the priority of safety in operations, maintaining equipment, and servicing customers and clients.

3. Does AIP intend to sell off any business units?

● Portfolio management has always been a core part of SEACOR’s strategy and we will continue to periodically evaluate our portfolio against the opportunities we see in the various markets we serve with the help of AIP.

● AIP values our platform and has a demonstrated history of investing in and growing industrial, services, and marine businesses. They have the highest praise for our team members and the reputation we’ve earned in the market.

4. Will there be any layoffs as a result of this transaction?

● At this time, we do not anticipate any layoffs as a result of this transaction.

● Our partnership with AIP is focused on driving profitable growth and building upon our leading position in the industry. They have the highest praise for our team members and the reputation we’ve earned in the market.

● This is a growth story – so while a certain amount of reprioritization is to be expected, we will be jointly focused on pursuing growth opportunities via consolidation, adding working assets, and/or investing in lines of business that augment existing operations.

5. Will this transaction change my day-to-day responsibilities? Does this change who I report to?

● We expect things to remain “business as usual” with no immediate impact on our day-to-day operations.

● We expect the transaction to be completed by the end of the first quarter of 2021 and will be sure to update you with any additional developments throughout the process.

6. Will there be any changes to my salary or benefits?

● We expect to continue providing a competitive benefits package following the transaction. We will be sure to keep you updated regarding any changes to compensation and benefits throughout this process.

7. How will my equity in the company (restricted shares and stock options) be treated?

● Each unvested restricted share that is outstanding as of immediately prior to the closing of the transaction will be cancelled in consideration for the right to receive an amount in cash equal to the per share purchase price, less applicable taxes, and withholdings. Each stock option that is outstanding and unexercised as of immediately prior to the closing of the transaction will be cancelled in consideration for the right to receive an amount in cash equal to the excess, if any, of the per share purchase price over the exercise price, less applicable taxes, and withholdings.

● Additional information regarding the treatment of your restricted shares and stock options will be provided to you in the coming weeks.

Additional Information and Where to Find It

The tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for any tender offer materials that AIP (or an entity AIP controls) or the Company will file with the United States Securities and Exchange Commission (the “SEC”). A solicitation and an offer to buy shares of the Company will be made only pursuant to an offer to purchase and related materials that AIP (or an entity AIP controls) intends to file with the SEC. At the time the tender offer is commenced, AIP (or an entity AIP controls) will file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of the Company at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free by contacting the Company. Free copies of these materials and certain other offering documents will be made available by the Company upon request by mail to SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, FL 33316, attention: Investor Relations, or by phone at 1-954-523-2200, or by directing requests for such materials to the information agent for the offer, which will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by the Company will be available free of charge under the “Investors” section of the Company’s internet website at seacorholdings.com. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, the Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Cautionary Note Regarding Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements discussed in this communication as well as in other reports, materials and oral statements that the Company releases from time to time 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, including statements about the potential benefits of the proposed transaction, the prospective performance and outlook of the surviving company’s business, performance and opportunities, the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction. 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 (i) uncertainties as to the timing and expected financing of the tender offer; (ii) the risk that the proposed transaction may not be completed, or if it is completed, that it will close in a timely manner; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender offer may not be satisfied or waived; (vi) the possibility of business disruptions due to transaction-related uncertainty and the response of business partners to the announcement, including customers; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) risks relating to the COVID-19 pandemic, including the volatility the pandemic has caused in the capital markets and the effects it has had and could continue to have on the global economy and (x) various other matters and factors 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 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 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.