SEACOR Announces Proposed Private Offering of Convertible Senior Notes

SEACOR Holdings

("SEACOR") today announced that it plans to offer, subject to market and other conditions, up to $250 million of its convertible senior notes due 2027 (the "convertible notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). SEACOR expects to grant the initial purchasers an option to purchase up to an additional $50 million of convertible notes in connection with the offering. SEACOR expects to use approximately $125.0 million of the net proceeds from the sale of the convertible notes to repay amounts outstanding under its revolving credit facility. SEACOR expects to use the remainder of the net proceeds from the sale of the convertible notes (including any net proceeds received from the initial purchasers exercise of their option to purchase additional notes) for general corporate purposes, including the possible repurchase of shares of its common stock and/or the payment of a dividend to holders of its common stock. Shares repurchased with the proceeds from the offering may be purchased from purchasers of the convertible notes in privately negotiated transactions through the initial purchasers as SEACOR's agents or through other open market transactions. The number of shares of SEACOR's common stock repurchased from purchasers of the convertible notes, if any, with proceeds from the offering will be decided by SEACOR's board of directors at the time the convertible notes offering is priced and will depend on a number of factors, including the price of SEACOR's common stock at such time. SEACOR expects the price per share of any common stock repurchased from purchasers of the convertible notes to equal the closing price per share of SEACOR's common stock on the date of the pricing of the proposed convertible notes offering. In light of the scheduled increase to tax rates applicable to dividends paid after the end of 2012, SEACOR's board of directors is considering whether to pay a special cash dividend this year. The size of any such dividend would be decided after the pricing of the proposed convertible notes offering. The convertible notes and the shares of SEACOR's common stock issuable upon conversion of the convertible notes will not be registered under the Securities Act or the securities laws of any state or other jurisdiction and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws of any relevant state or jurisdiction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. SEACOR gives no assurance that the proposed offering can be completed on any terms.