This Amendment No. 19 (this “Amendment”) amends and supplements the Tender
Offer Statement on Schedule TO filed by Safari Merger Subsidiary, Inc., a Delaware corporation (“Purchaser”), Safari Parent, Inc., a Delaware corporation (“Parent”), American Industrial Partners Capital Fund VII, L.P., a Delaware
limited partnership (“AIP Fund VII”) and AIPCF VII, LLC, a Delaware limited liability company and the general partner of AIP Fund VII, with the U.S. Securities and Exchange Commission on December 18, 2020 (together with any subsequent
amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser, a wholly owned subsidiary of Parent which is controlled by affiliates of AIP Fund VII, to purchase all outstanding shares of common
stock, $0.01 par value per share (“Shares”), of SEACOR Holdings Inc., a Delaware corporation (“SEACOR”), at a price of $41.50 per Share, net to the holder in cash, without interest and subject to any withholding of taxes, upon
the terms and subject to the conditions described in the Offer to Purchase dated December 18, 2020 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together
with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(G), respectively. This Amendment is being filed on behalf of
AIPCF VII, LLC, AIP Fund VII, Parent and Purchaser. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by
reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
Items 1 through 9 and
Item 11 of the Schedule TO are hereby amended and supplemented by adding the following language:
“The Offer and withdrawal rights expired, as
scheduled, at 5:00 p.m., Eastern Time, on April 14, 2021. The Depository has advised Purchaser that a total of approximately 14,472,289 Shares, representing approximately 70.4% of the outstanding Shares, had been validly tendered pursuant to
the Offer. The number of Shares tendered satisfies the Minimum Tender Condition and all conditions to the Offer have been satisfied or waived. Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn
pursuant to the Offer and will promptly pay for all such Shares in accordance with the terms of the Offer.
As a result of the purchase of Shares in the
Offer, Purchaser and Parent had sufficient voting power to approve the Merger without the affirmative vote of any other shareholders of SEACOR pursuant to Section 251(h) of the DGCL. Accordingly, on April 15, 2021, Purchaser and Parent
effected a merger in which Purchaser merged with and into SEACOR, with SEACOR surviving the Merger and continuing as a direct wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the Effective Time, each Share outstanding
immediately prior to the Effective Time (other than (i) Shares held by SEACOR (or held in the treasury of SEACOR), each of which will be cancelled and retired and cease to exist without consideration or payment, (ii) Shares held by Parent,
Purchaser or any other direct or indirect wholly owned subsidiary of Parent, each of which will be canceled and retired and cease to exist without consideration or payment, and (iii) Shares held by stockholders who are entitled to appraisal
rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time of the Merger,
have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL) were converted into the right to receive $41.50 per Share, net to the holder in cash, in each case, without interest, and subject to any
withholding of taxes (which is the same amount as the Offer Price). April 15, 2021 was the last day Shares traded through the NYSE.
On
April 15, 2021, SEACOR and American Industrial Partners issued a joint press release announcing the expiration and results of the Offer and the completion of the Merger. The joint press release is attached hereto as Exhibit (a)(5)(R) and
incorporated herein by reference.”
Item 12 of the Schedule TO is hereby amended by adding the following exhibit:
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Index No.
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(a)(5)(R)
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Joint Press Release issued by American Industrial Partners, Purchaser and SEACOR on April 15, 2021.
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