This Amendment No. 16 (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)(B), 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.
Schedule TO
The following paragraph is added to Items 1, 4 and 11 of the Schedule TO: “On April 7, 2021, Purchaser extended the expiration of the
Offer until 5:00 p.m., Eastern Time, on April 7, 2021. The Depository has indicated that, as of 5:00 p.m. Eastern Time on April 6, 2021, a total of 13,495,677 Shares, representing 65.66% of the outstanding Shares, had been validly
tendered. Of these Shares, 12,766,684 Shares, representing 62.11% of the outstanding Shares, were tendered physically or by book-entry, and 728,993 Shares were tendered pursuant to guaranteed delivery procedures, and the actual delivery of Shares in
excess of the minimum tender condition is required in order for Purchaser to accept for payment all Shares tendered. The Minimum Tender Condition is 66 2/3%. Accordingly, the Offer has been extended until 5:00 p.m. on Wednesday, April 7, 2021.
The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(O) and incorporated herein by reference.”
Offer to
Purchase
The information set forth in the Offer to Purchase set forth below and Items 1 through 9 and Item 11 of the Schedule TO, to
the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
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The Offer is extended to, and will expire, at 5:00 p.m., Eastern Time, on April 7, 2021. As a result, the
Offer to Purchase (Exhibit (a)(1)(A)), Form of Letter of Transmittal (Exhibit (a)(1)(B)), Form of Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit
(a)(1)(D)), Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) and Form of Summary Advertisement (Exhibit (a)(1)(F)) are hereby amended by replacing all references to
“5:00 p.m., Eastern Time, on April 6, 2021” with “5:00 p.m., Eastern Time, on April 7, 2021”.
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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)(O)
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Press Release issued by American Industrial Partners on April 7, 2021.
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