8-K 1 d924794d8k.htm 8-K 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2020



SEACOR Marine Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)




Delaware   001-37966   47-2564547

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

12121 Wickchester Lane, Suite 500, Houston, TX   77079
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (346) 980-1700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common stock, par value $0.01 per share   SMHI   New York Stock Exchange (“NYSE”)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒




Item 1.01

Entry into a Material Definitive Agreement

On April 29, 2020, Falcon Global USA LLC (“FGUSA”), an indirect subsidiary of SEACOR Marine Holdings Inc., and certain subsidiaries of FGUSA, entered into a Sixth Consent and Agreement (the “Sixth Consent and Agreement”) to that certain $131.1 million term and revolving loan facility, dated as of February 8, 2018, with a syndicate of lenders administered by JP Morgan Chase Bank, N.A.

The Sixth Consent and Agreement provides that, among other things, (i) the deadline for delivery of the audited financial statements of FGUSA and its consolidated subsidiaries for the fiscal year ended December 31, 2019 (“FGUSA 2019 Audited Financial Statements”) is extended from April 29, 2020 to May 31, 2020, (ii) the FGUSA 2019 Audited Financial Statements are not required to be without a “going concern” or like qualification, commentary or exception, and (iii) the deadline for delivery of certain physical vessel appraisals is extended to December 31, 2020.

The foregoing description of the Sixth Consent and Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Consent and Agreement, a copy of which is filed as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.



10.1    Sixth Consent and Agreement, dated April 29, 2020.




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    SEACOR Marine Holdings Inc.
May 1, 2020   By:  

/s/ John Gellert

    Name:   John Gellert
    Title:   President and Chief Executive Officer