SEACOR MARINE HOLDIN

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SEACOR MARINE HOLDINGS INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

06/11/2021 | 06:09am

Item 1.01 Entry into a Material Definitive Agreement



On June 10, 2021, SEACOR Marine Holdings Inc. ("SEACOR Marine"), Falcon Global
USA LLC
("FGUSA"), an indirect subsidiary of SEACOR Marine, and certain
subsidiaries of FGUSA, entered into a Second Amendment and Conditional Payoff
Agreement (the "Conditional Payoff Agreement") in respect of that certain
(i) term and revolving loan facility, dated as of February 8, 2018, administered
by JPMorgan Chase Bank, N.A. (as amended, the "Credit Facility") and
(ii) obligation guaranty issued by SEACOR Marine, dated February 8, 2018,
pursuant to which SEACOR Marine provides a guarantee of certain limited
obligations of FGUSA under the Credit Facility (as amended, the "Obligation
Guaranty"). As of June 10, 2021, there was $117.3 million of principal
outstanding under the Credit Facility.



Under the terms of the Conditional Payoff Agreement, the $117.3 million of
principal currently outstanding will be deemed satisfied in full upon the
payment to the lenders of a total of $50 million comprised of (i) $25.0 million
to be paid at the signing of the Conditional Payoff Agreement, and (ii)
$25.0 million to be paid on or before December 15, 2021. Hull and machinery
insurance proceeds received by the lenders in respect of the SEACOR Power
incident will be set off against and satisfy the requirement to make the second
$25.0 million payment. The Conditional Payoff Agreement also forgives the
interest on the second $25.0 million payment if such amount is paid prior to
June 30, 2021, suspends the requirement to comply with certain financial
covenants, and releases SEACOR Marine from its obligations pursuant to the
Obligation Guaranty. Upon final payment, the Credit Facility will terminate and
the mortgages and security arrangements will be released with respect to the
nine liftboats securing the obligations under the Credit Facility. SEACOR Marine
has provided a limited guaranty with respect to the obligations of FGUSA under
the Conditional Payoff Agreement (the "Payoff Amount Guarantee").



The foregoing description of the Conditional Payoff Agreement and the Payoff
Amount Guarantee does not purport to be complete and is qualified in its
entirety by reference to the full text of the Conditional Payoff Agreement and
the Payoff Amount Guarantee, a copy of each of which is filed as Exhibit 10.1
and Exhibit 10.2 hereto, respectively, and the terms of which are incorporated
herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an



Off-Balance Sheet Arrangement of a Registrant.



The information included in Item 1.01 with respect to the Credit Facility,
Conditional Payoff Agreement and Payoff Amount Guarantee is incorporated into
this Item 2.03 by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders



At the 2021 Annual Meeting of Stockholders of SEACOR Marine Holdings Inc. (the
"Company"), held on June 8, 2021, the Company's stockholders voted on proposals
to: (i) elect directors to the board of directors of the Company (the "Board"),
and (ii) ratify the appointment of Grant Thornton, LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2021.



All nominees for election to the Board were elected for a term that will
continue until the next annual meeting of stockholders or until the director's
successor has been duly elected and qualified (or the director's earlier
resignation, death or removal). The Company's stockholders also ratified the
appointment of Grant Thornton LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2021.



The number of votes cast for, withheld or against and the number of abstentions
and broker non-votes with respect to each proposal, as applicable, is set forth
below. The Company's independent inspector of election reported the final vote
of the stockholders as follows:



Proposal No. 1 - Election of Directors






Director Name Votes For Votes Withheld Broker Non-Votes
John Gellert 15,022,429 231,664 4,003,428
Andrew R. Morse 15,021,046 233,047 4,003,428
R. Christopher Regan 15,018,565 235,528 4,003,428
Julie Persily 14,706,603 547,491 4,003,428
Alfredo Miguel Bejos 14,644,009 610,084 4,003,428




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Proposal No. 2 - Ratification of Grant Thornton LLP as the Company's Independent
Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021






Votes For Votes Against Abstain Broker Non-Votes
19,012,465 243,501 1,556 -



Item 7.01 Regulation FD Disclosure



On June 11, 2021, SEACOR Marine issued a press release announcing the execution
of the Conditional Payoff Agreement. The press release is attached hereto as
Exhibit 99.1 and is incorporated into this Item 7.01 by reference.



Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit
No. Description

10.1* Second Amendment and Conditional Payoff Agreement, dated June 10,
2021
, by and among Falcon Global USA LLC, the other loan parties,
SEACOR Marine Holdings Inc., JPMorgan Chase Bank, N.A., as
administrative agent for the lenders, and the lenders party thereto.


10.2 Conditional Payoff Guaranty, dated June 10, 2021, by and between
SEACOR Marine Holdings Inc., as guarantor, and JPMorgan Chase Bank,
N.A
., as administrative agent for the lenders.

99.1 Press Release of SEACOR Marine Holdings Inc. dated June 11, 2021.

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).





* Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation



S-K. A copy of any omitted exhibit will be furnished to the SEC upon request.







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