December 29, 2020



Via Email

Daniel S. Evans
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 11036

       Re:    Seacor Holdings, Inc.
              Schedule TO-T/A filed on December 21, 2020
              Schedule TO-T filed on December 18, 2020
              Filed by American Industrial Partners Capital Fund VII, LLP et
al.
              File No. 5-42593

Dear Mr. Evans:

        The Office of Mergers and Acquisitions has conducted a limited review
of the filings
listed above. Our review was limited to the issues identified in our comments
below. All defined
terms have the same meaning as in the Offer to Purchase included as Exhibit
99(A)(1)(A) to the
Schedule TO-T.

       Please respond to this letter by revising your filings, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filings and the information you
provide in
response to these comments, we may have additional comments.

Schedule TO - General

   1. We note the disclosure that    an investment vehicle    owns Parent,
which is a holding
      company formed to effect the Merger. Please explain supplementally why
this investment
      vehicle has not been included as a filer on the Schedule TO, or revise to
add it as a filer.

   2. See our last comment above. AIP Fund VII GP controls both the investment
vehicle and
      named bidder AIP Fund VII. Please explain supplementally why AIP Fund VII
GP has
      not been included as a filer on the Schedule TO, or revise to add it as a
filer.
 Daniel S. Evans , Esq.
Ropes & Gray LLP
December 29, 2020
Page 2


Condition of the Offer, page 52

   3. Refer to the following disclosure in the last paragraph of this section:
  The foregoing
      conditions (the    Offer Conditions   ) shall be in addition to, and not
a limitation of, the
      rights of Parent and Purchaser to extend, terminate or modify the Offer
pursuant to the
      terms of the Merger Agreement.    All of the Offer conditions must be set
forth here so
      that Seacor Holdings shareholders know the scope of the bidders
obligation to complete
      the Offer. Please revise.

   4. In the same paragraph, we note the following statement:    The foregoing
conditions are
      for the sole benefit of Parent and Purchaser, may be asserted by Parent
or Purchaser
      regardless of the circumstances giving rise to any such conditions
(including any action
      or inaction by Parent or Purchaser) and (except for the Minimum Tender
Condition) may
      be waived by Parent and Purchaser, in whole or in part, at any time and
from time to
      time, in the sole and absolute discretion of Parent and Purchaser.
While a bidder may
      condition an offer as it chooses, all offer conditions must be objective
and outside its
      control. Revise the quoted language and specifically, the reference to
actions or inactions
      by Parent and Purchaser, to avoid implicating the prohibition against
illusory offers.

   5. We note the following additional disclosure in the same paragraph:    The
failure by
      Parent or Purchaser at any time to exercise any of the foregoing rights
shall not be
      deemed a waiver of any such right and each such right shall be deemed an
ongoing right
      which may be asserted at any time and from time to time.    If an Offer
condition is
      triggered, Parent and Purchaser must promptly inform target shareholders
whether they
      will assert the condition and terminate the Offer, or waive it and
continue. Revise this
      language to avoid the implication that they could wait until the end of
the Offer to decide
      or to inform Seacor Holdings shareholders of their intentions (unless, by
its terms, the
      relevant Offer condition (such as the Minimum Tender Condition) cannot be
judged until
      expiration).

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact me at (202) 551- 3263 with any questions about these comments.


                                                    Sincerely,

                                                    /s/ Christina Chalk

                                                    Christina Chalk
                                                    Senior Special Counsel
                                                    Office of Mergers and
Acquisitions