SEACOR HOLDINGS INC. ANNOUNCES FUNDAMENTAL CHANGE PURCHASE OFFER TO PURCHASE ITS 2.50% CONVERTIBLE SENIOR NOTES DUE 2027 3.25% CONVERTIBLE SENIOR NOTES DUE 2030

FORT LAUDERDALE, Fla., April 15, 2021 (GLOBE NEWSWIRE) -- SEACOR Holdings Inc. (“SEACOR” or the “Company”), today announced that, in connection with the completion of the merger between Safari Merger Subsidiary, Inc., a Delaware corporation (“Merger Sub”) and the Company, with the Company emerging as the surviving corporation (the “Merger”), the Company has commenced a Fundamental Change Purchase Offer (the “Fundamental Change Purchase Offer”), at the option of each holder, any and all of its outstanding 2.50% Convertible Senior Notes due 2027 (the “2027 Notes”) and any and all of its outstanding 3.25% Convertible Senior Notes due 2030 (the “2030 Notes”, and together with the 2027 Notes, collectively and individually, the “Notes”). On April 15, 2021, pursuant to the terms and conditions of a definitive merger agreement among Safari Parent, Inc., a Delaware corporation, Merger Sub, and the Company, Merger Sub completed the tender offer for all of the outstanding shares of common stock of the Company and consummated the Merger, and the common stock of the Company ceased trading on the New York Stock Exchange. As a result, a Fundamental Change (as defined in the indenture governing the 2027 Notes (the “2027 Indenture”) or the indenture governing the 2030 Notes (the “2030 Indenture”, and together with the 2027 Indenture, collectively, the “Indentures”, and each, an “Indenture”, as applicable) and a Make-Whole Fundamental Change (as defined in the respective Indenture) occurred, triggering the Company’s obligation to commence the Fundamental Change Purchase Offer and the conversion rights described below.

Pursuant to the terms of the respective Indenture, each holder of the Notes (the “Holder”) has the right (the “Fundamental Change Purchase Right”), at the Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion thereof such that the remaining principal amount thereof that is not purchased in full is equal to $1,000 or an integral multiple of $1,000, on May 17, 2021 (the “Fundamental Change Purchase Date”).  The purchase price to be paid by the Company for Notes validly surrendered and not validly withdrawn is equal to 100% of the principal amount of the Notes to be purchased, plus, in the case of the 2027 Notes, accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Purchase Date.  The amount payable on the 2027 Notes, including accrued and unpaid interest, will be $1,010.56, per $1,000 principal amount of 2027 Notes validly surrendered and not validly withdrawn. The amount payable on the 2030 Notes, including accrued and unpaid interest, will be $1,000.18, per $1,000 principal amount of 2030 Notes validly surrendered and not validly withdrawn.