UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2017
SEACOR Marine Holdings Inc. |
(Exact Name of Registrant as Specified in Its Charter) |
Delaware | 001-37966 | 47-2564547 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7910 Main Street, 2nd Floor, Houma LA | 70360 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code | (985) 876-5400 |
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
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 x
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. o
Item 7.01 Regulation FD Disclosure.
The information in this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Attached hereto as Exhibit 99.1 is the June 20, 2017 Summary Investor Presentation that will be presented to investors from time to time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | June 20, 2017 Summary Investor Presentation | |
SIGNATURES
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. | |
By: | /s/ JOHN GELLERT |
Name: | John Gellert |
Title: | President and Chief Executive Officer |
Dated: June 20, 2017
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | June 20, 2017 Summary Investment Presentation | |
INVESTOR PRESENTATION
June 2017
(“SMHI”)
Forward-Looking Statement
This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain
statements discussed in this presentation as well as in other reports, materials and oral statements that the Company releases from time to time to
the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such
as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-
looking statements. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated
economic performance and financial condition and other similar matters. These statements are not guarantees of future performance and actual
events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks,
uncertainties and other important factors, including decreased demand and loss of revenues as a result of a decline in the price of oil and resulting
decrease in capital spending by oil and gas companies, an oversupply of newly built offshore support vessels, additional safety and certification
requirements for drilling activities in the U.S. Gulf of Mexico and delayed approval of applications for such activities, the possibility of U.S. government
implemented moratoriums directing operators to cease certain drilling activities in the U.S. Gulf of Mexico and any extension of such moratoriums,
weakening demand for the Company’s services as a result of unplanned customer suspensions, cancellations, rate reductions or non-renewals of
vessel charters or failures to finalize commitments to charter vessels in response to a decline in the price of oil, an oversupply of newly built offshore
support vessels, increased government legislation and regulation of the Company’s businesses could increase cost of operations, increased
competition if the Jones Act and related regulations are repealed, liability, legal fees and costs in connection with the provision of emergency
response services, such as the response to the oil spill as a result of the sinking of the Deepwater Horizon in April 2010, decreased demand for the
Company’s services as a result of declines in the global economy, declines in valuations in the global financial markets and a lack of liquidity in the
credit sectors, including, interest rate fluctuations, availability of credit, inflation rates, change in laws, trade barriers, commodity prices and currency
exchange fluctuations, the cyclical nature of the oil and gas industry, activity in foreign countries and changes in foreign political, military and
economic conditions, including as a result of the recent vote in the U.K. to leave the European Union, changes in foreign and domestic oil and gas
exploration and production activity, safety record requirements, compliance with U.S. and foreign government laws and regulations, including
environmental laws and regulations and economic sanctions, the dependence on several key customers, consolidation of the Company’s customer
base, the ongoing need to replace aging vessels, industry fleet capacity, restrictions imposed by the Jones Act and related regulations on the amount
of foreign ownership of the Company’s Common Stock, operational risks, effects of adverse weather conditions and seasonality, adequacy of
insurance coverage, the ability to remediate the material weaknesses the Company has identified in its internal controls over financial reporting, the
attraction and retention of qualified personnel by the Company, and various other matters and factors, many of which are beyond the Company’s
control as well as those discussed in “Risk Factors” included in the Information Statement filed as Exhibit 99.1 to Amendment No. 3 to the Company’s
Registration Statement on Form 10 and other reports filed by the Company with the SEC. It should be understood that it is not possible to predict or
identify all such factors. Consequently, the preceding should not be considered to be a complete discussion of all potential risks or uncertainties.
Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking
to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events,
conditions or circumstances on which the forward-looking statement is based, except as required by law. It is advisable, however, to consult any
further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission, including Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Company’s cautionary
statements under the Private Securities Litigation Reform Act of 1995.
2
SEACOR Marine – A Unique Platform
3
U.S.
15%
Africa
17%
Europe
38%
A strong track record and global presence – robust and diversified global
reach
Specialized fleet mix focused on production support, passenger transport,
and well maintenance / decommissioning services
— Better performance through market cycles
Extensive use of joint ventures / partnerships to enhance market coverage
— Focus on Mexico
Financially solid and fiscally conservative
— Financial backing from The Carlyle Group
Well positioned to participate in industry consolidation
— Financial capability coupled with an experienced, industry leading
management team with a proven track record
1
2
3
4
5
SMHI’s Transformation History – A Strong Track Record
4
Sep. 30, 2016
$629 million
Jun. 30, 2005
$576 million
Dec. 31, 1990
$98 million
Net Property and
Equipment:
2017 - 1989 - 1999 2000 - 2005 2006 - 2016
Era of consolidation, niche diversification and
globalization of energy services
— NICOR Marine (1989)
— OMI Petrolink – consolidate GOM PSV
sector (1993)
— CNN 1, 2 & 3 – global entry to West Africa
(1993-1996)
— Graham – passenger support (1995)
— McCall – consolidate passenger support
(1996)
— Smit Internationale – expand international
footprint (1996)
— Galaxie Marine – consolidate GOM PSV
sector (1997)
Collateral transactions (capitalizing on Asian
flu, diversified offshore)
— New construction programs– entered jackup
market (1997)
Continued consolidation and
internationalization
— Financing (i.e. sale
leasebacks)
— Offshore drilling rigs (exited
2002)
Completed consolidation
phase of energy marine
service: offshore marine
— Boston Putford - Standby
consolidation (2000)
— Plaisance, Rincon,
Cheramie, and Stirling –
consolidated GOM PSV and
utility market, North Sea
PSV market (2001)
— Seabulk (2005)
Building on diversity
and opportunism
— Diversified offshore -
focus on niches:
– C-Lift (2006)
– Sea-Cat (2009)
– Windcat (2011)
– Superior
liftboats - P&A
(2012)
— Sold offshore
vessels at attractive
returns to focus fleet
on core areas
— $175mm investment
by Carlyle (2015)
Dawn of Consolidation Era and
Globalization
The Mature Phase
Preparing for the
Downturn
A New Era of
Consolidation
Optimizing
operational platform
and fleet to capture
share in market
recovery
— Acquired 100%
of Sea-Cat
Crewzer and
Sea-Cat Crewzer
II JV (2017)
— Spin-off from
SEACOR
Holdings (2017)
1
SMHI has executed a transformation to address the changing market environment and customer needs
Global Presence – Robust and Diversified Global Reach
5
SMHI has a global revenue base that provides significant scale and access to all major markets
1
SEACOR Marine – Unique and Strategic Fleet Mix
6
Fleet Attributes
U.S.
15%
Africa
17%
Europe
38%
Net Book Value (“NBV”) Breakdown1
U.S.-flag
AHTS
5% Foreign-flag
AHTS
3%
Fast
support
43%
Supply
7%
Standby
safety
4%
Specialty
4%
Liftboats
28%
Wind farm
utility
6%
1 The NBV of the fleet as of March 31, 2017 was $530.8 million. This excludes $15.5 million in spares, machinery, and equipment and $8.3 million in other property. It also
excludes $83.7 million in construction in progress. Total capital commitments as of March 31, 2017 included six fast support vessels, three supply vessels and one wind farm
utility vessel.
Diversified fleet focused on production
support, passenger transport, and well
maintenance / decommissioning services
Core investment in fast support vessels
(FSVs) and liftboats
High optionality from U.S.-flag AHTS vessels
Steady earnings from standby safety and
wind farm utility vessels
2
Fast Support Vessels – Unique Assets
51 Operated Vessels: 36 Owned, 1 Leased-In, 11 Joint-Ventured & 3 Pooled
7
U.S.
15%
Africa
17%
Europe
38%
High horsepower, aluminum hull vessels built for speeds up to 35-40 knots
Utilized worldwide (except for the North Sea)
Primarily for transport of personnel and cargo to and from rigs as well as offshore
installations
Pioneered use of catamaran hull form in offshore – 5 vessels in operation and one on
order
Latest designs focused on passenger comfort
— Airline style seating on tracks to configure to customer preference
— USB charging port at each seat
— LED lighting
— Snack bar & meal service
Stable earnings within market cycle and long term charters in international markets
— Newbuild catamarans delivered this year onto 3 yr. term charters
2
Owned & Leased 2012 2013 2014 2015 2016 1Q 17
Dayr e 7,350 8,108 9,235 9,069 7,740 7,417
Utilization 87% 88% 75% 67% 60% 44%
Avail. D s 13,091 11,701 10,045 8,460 9,967 3,212
Revenue ($'000s) 84,909 85,370 70,419 52,272 46,527 10,542
DVP ($'000s) 33,407 38,507 25,824 18,872 22,478 3,267
DVP Margin % 39% 45% 37% 36% 48% 31%
Lease Expense ($'000s) 5,282 8,460 7,513 6,099 5,711 690
NBV ($'000s) 109,000 99,789 119,160 161,206 178,815 229,115
Favorable supply dynamics and unique assets
Liftboats – Domestic Focus and Full Cycle Services
15 Operated Vessels: 13 Owned & 2 Leased-In
8
U.S.
15%
Africa
17%
Europe
38%
Self-propelled, self-elevating jack-up work platforms
Utilized for well intervention, well workover, construction, platform maintenance
and repair, diving operations, accommodations and plug and abandonment /
platform decommissioning
Differentiated primarily by leg length, crane capacity, deck area and
accommodations
SMHI operates in the U.S. GOM (13 vessels) and the Middle East (2 vessels)
— SMHI is the only public company in liftboat segment in the U.S. GOM
— Entered segment with purchase of liftboat fleet from Superior Energy Services
in 2012
Project based employment
— Highly seasonal, very limited contract visibility
— Utilization lost between projects and seasonality – approx. 75% avg. fleet
utilization is around maximum achievable
2
Ow ed & L ased 2012 2013 2014 2015 2016 1Q 17
Dayrate 19,407 22,998 23,074 20,524 14,795 9,782
Utilization 77% 72% 65% 28% 5% 1%
Avail. D s 4,968 6,158 5,475 5,475 5,490 1,265
Revenue ($'000s) 74,458 101,952 82,640 31,706 3,959 95
DVP ($'000s) 42,151 45,200 28,258 (3,842) (5,531) (2,215)
DVP Margin % 57% 44% 34% - - -
Lease Expense ($'000s) 20 108 1,662 2,464 2,545 632
NBV ($'000s) 125,115 128,582 97,354 86,610 58,909 150,157
Liftboat work available across cycles
Anchor Handling Towing Supply – High Optionality in US
25 Operated Vessels: 11 Owned, 4 Leased-In, 1 Joint-Ventured & 9 Managed
9
U.S.
15%
Africa
17%
Europe
38%
High horsepower vessels used primarily to support offshore drilling activities in the
towing, positioning and mooring of drilling rigs and other marine equipment.
Designed for optionality, often used in supply duties to support drilling rigs
between mooring operations
Differentiated primarily by horsepower, winch capacity and hull size
U.S. GOM is SEACOR Marine’s primary market – 10 vessels
— One of two companies in AHTS segment in U.S. GOM
Manage 9 foreign-flag AHTS and 2 specialty vessels for a financial institution
Segment most impacted by deepwater activity
Recent impairments – the fleet is appropriately valued
2
Owned & Leased 2012 2013 2014 2015 2016 1Q 17
Dayrat 26,158 26,539 25,839 27,761 18,953 13,341
Util zation 65% 74% 80% 59% 31% 15%
Av il. D ys 6,290 6,205 5,998 5,475 5,777 1,260
Revenue ($'000s) 107,005 122,270 126,139 95,333 38,217 2,570
DVP ($'000s) 41,442 56,286 61,927 49,322 13,389 (1,421)
DVP Margin % 39% 46% 49% 52% 35% -
Lease Expense ($'000s) 3,859 5,215 5,561 7,313 7,527 1,873
NBV ($'000s) 219,459 202,096 148,816 133,173 45,100 42,189
Standby Safety – Mature Fleet and Steady Performance
21 Operated Vessels: 20 Owned & 1 Joint-Ventured
10
U.S.
15%
Africa
17%
Europe
38%
Provide emergency rescue services required by UK safety regulations
— Significant outfitting of safety equipment and facilities
Certain vessels deliver production cargo in addition to meeting regulatory
requirements
SEACOR Marine operations concentrated in southern sector of UK North Sea
Traditionally used older ships converted for standby
Contracted to cover manned installations and platforms 24/7/365
— Obligated to provide relief vessel to cover platform when primary vessel
returns to port for crew change/refueling (generally, once per month)
— Fuel is typically expense of vessel owner
Average age of fleet is approximately 35 years
2
Owne & Leased 2012 2013 2014 2015 2016 1Q 17
Dayrat 9,678 9,945 10,819 10,293 9,121 8,131
Utilizati n 87% 88% 87% 84% 79% 80%
Avail. Days 8,886 8,760 8,760 8,760 8,117 1,800
Revenue ($'000s) 75,143 76,262 82,531 75,884 58,363 11,695
DVP ($'000s) 16,586 12,525 16,567 13,964 10,426 1,749
DVP Margin % 22% 16% 20% 18% 18% 15%
Lease Expense ($'000s) - 336 - - - -
NBV ($'000s) 39,876 38,293 33,195 28,728 21,416 21,226
Note: Financials not shown on a constant currency basis.
Wind Farm Utility – Natural Adjacency to Core Competency
40 Operated Vessels: 37 Owned & 3 Joint-Ventured
11
U.S.
15%
Africa
17%
Europe
38%
Small, aluminum hull catamarans carrying up to 12 technicians to offshore wind
turbines for maintenance
Operate primarily in the North Sea
— Looking to expand in both China and the United States
Generally 12 hr. daylight operations = less crew and running costs than oil service
vessels
Operate under Windcat brand
— Largest operator in this segment in the North Sea
Founders remain active in managing company and retain 12.5% ownership
2
Owned & Leased 2012 2013 2014 2015 2016 1Q 17
Dayrate 2,702 2,303 2,608 2,482 2,290 2,005
Util zat on 91% 90% 90% 84% 75% 65%
Avail. Days 10,897 11,616 11,741 12,575 13,270 3,330
Revenue ($'000s) 26,683 24,127 27,695 26,097 22,735 4,371
DVP ($'000s) 12,395 12,749 12,755 12,757 11,638 2,253
DVP Margin % 46% 53% 46% 49% 51% 52%
Lease Expense ($'000s) - 410 61 14 402 64
NBV ($'000s) 50,539 50,846 44,862 39,667 31,251 29,919
Stable, recurring business in an adjacent market
Hidden Value in JVs – Mexmar JV (Mexico)
15 Owned & Operated Vessels
12
3
Largest operator for Pemex in terms of revenue, second largest in terms of number
of vessels contracted to Pemex
— Main provider of deepwater PSVs to Pemex
— Grown from 8 vessels in 2011 when JV formed
— Long term charters – approx. 1 yr. contracted backlog at end of March ‘17
Partnered with Miguel family, owner of Heliservicios (one of largest helicopter
providers to Pemex)
Local content / cabotage regulations increasingly important
Energy Reform allowing entry of international oil companies is growth opportunity
SMHI owns 49% accounted under equity method
Owned & Leased 2012 2013 2014 2015 2016 1Q 17
Dayrat 11,707 13,656 14,336 13,927 14,625 13,967
Utilizati 96% 95% 92% 94% 88% 84%
Avail. Days 3,406 4,371 4,972 5,991 5,456 1,350
Rev nue ($'000s) 38,096 56,616 65,339 78,363 70,521 15,930
DVP ($'000s) 13,955 27,142 29,154 40,152 36,483 9,978
NBV ($'000s) 77,586 111,021 144,961 188,609 209,477 205,482
DEBT ($000s) 43,580 67,136 75,064 116,154 104,097 105,307
SMHI JV Earnings, Net of Tax ($'000s) 948 4,199 4,501 5,650 3,556 1,367
SMHI JV Investment ($'000s) 18,162 28,564 36,309 50,163 63,404 57,573
SMHI Continues to Build on Its Strong Foundation
Net Fleet Additions – March 2017 Trailing 15 Months
13
U.S.
15%
Africa
17%
Europe
38%
Seven newbuild deliveries: three FSVs, two Liftboats and two Wind farm
vessels
Two newbuild PSV deliveries to MexMar
Purchased 11 FSVs at a bankruptcy auction for $10.0 million
Purchased one FSV for $9.7 million from a distressed seller
Purchased one PSV from a distressed seller for $1 and the assumption of debt
Repossessed one Specialty vessel
Sold nine vessels: four Standby safety, two liftboats and three PSVs
Redelivered one PSV at end of lease
Removed eight vessels from service (subsequently sold two)
Managed vessel fleet: Added 11 vessels and terminated three vessels
Subsequent to March 31, 2017: Acquired 100% of Sea-Cat Crewzer and Sea-
Cat Crewzer II through acquisition of JV partner’s interest
4
Developing the fleet for future opportunities
SMHI – Balance Sheet Highlights – Liquidity, Liquidity…
14
1 The Proforma balance sheet includes Q2 2017 acquisitions of partner's 50% interests in four Sea-Cat joint ventured catamarans and 12.5% of Windcat Workboats from non-controlling
interests assuming effected in March 2017.
4
Proforma
(in millions) Mar-16 Jun-16 Sep-16 Dec-16 Mar-17 Mar-17
Cash 124.0 166.1 132.5 117.3 184.2 170.8
Restricted Cash - - 1.1 1.5 1.8 1.8
Marketable Securities 23.9 22.2 22.9 40.1 0.8 0.8
Construction Reserve Funds 138.6 61.9 61.9 78.2 83.5 83.5
Available Liquidity 286.5 250.2 218.4 237.1 270.3 256.9
Working Capital (excluding liquidity) 4.8 8.0 18.2 31.1 (8.2) (3.3)
NBV of Equipment 541.1 542.0 506.0 418.1 554.7 616.4
Construction in Progress 117.8 101.9 122.6 123.8 83.7 83.7
Investment in Joint Ventures 135.4 130.0 133.0 138.3 114.8 99.4
Goodwill/Intangibles 1.0 - - - - -
Other Assets 19.7 20.1 20.0 6.1 6.2 6.2
Debt (including current) (213.4) (214.5) (230.1) (238.2) (301.0) (342.2)
Deferred Income Taxes (167.0) (148.3) (131.2) (124.9) (121.0) (121.0)
Other Liabilities (50.8) (48.4) (44.4) (41.2) (38.8) (38.8)
Net Assets 675.1 641.0 612.5 550.2 560.7 557.3
Stockholders Equity 668.2 634.8 606.5 544.6 537.9 537.1
Non-controlling Interests 6.9 6.2 6.0 5.6 22.8 20.2
Equity 675.1 641.0 612.5 550.2 560.7 557.3
SMHI – Limited Near-Term Debt Maturities
15
4
Proforma
(in millions) Mar-17 2017 2018 2019 2020 2021 2022 Thereafter
Debt Issue:
3.75% Convertible Senior Notes 175.0 - - - - - 175.0 -
Falcon Global 59.3 5.9 5.9 5.9 5.9 5.9 29.8 -
Sea-Cat Crewzer I & II 41.6 2.2 4.5 34.9 - - - -
Sea-Cat Crewzer III 26.2 1.1 2.2 2.2 2.2 2.2 2.2 14.1
Windcat Workboats 22.4 - - - - 22.4 - -
Liftboat Acquisition Notes 17.0 17.0 - - - - - -
Other 11.0 1.5 2.0 4.2 1.9 1.4 - -
Outstanding Principal 352.5 27.7 14.6 47.2 10.0 31.9 207.0 14.1
Discount / Issuance Costs (10.3)
Outstanding Debt 342.2
Debt Maturities
Conservative Accounting Policies
16
Conservative asset depreciation policy
Depreciated from year of build (not from year of rebuilding / acquisition)
No maintenance capex required: all maintenance and repair costs expensed as
incurred
Drydocking and ship repositioning costs also expensed as incurred
Significant impairment charges past two years ($21 million in 2015 and $120 million
in 2016)
ESTIMATED USEFUL LIFE Years
Peer Group
Ranges
Offshore support vessels (excluding wind farm utility) 20 15-25
Wind farm utility vessels 10
4
Historical Earnings and Returns
17
1 Return on average historical cost is calculated as operating income before D&A, asset dispositions, and impairments divided by average historical cost of equipment.
2 Return on average net book value is calculated as operating income before D&A, asset dispositions, and impairments divided by average net book value of equipment.
3 Return on average insured value is calculated as operating income before D&A, asset dispositions, and impairments divided by average insured value of equipment.
4
Solid returns through disciplined investment principles and best-in-class operation
SMHI Earnings (2006 – 2016)
(in millions) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Operating income (loss) 82.7$ 88.0$ 73.8$ 173.2$ 133.2$ 26.6$ 64.2$ 88.2$ 68.4$ (38.9)$ (174.9)$
Plus Depreciation and amortization ("D&A") 1.5 60.5 55.6 54.9 51.8 48.5 1.5 65.4 4.6 61.7 58.1
Minus Gains (losses) on asset dispositions and impairments, net 67.0 82. 69.2 22.5 29.5 14.7 14.9 28.7 26.5 (17.0) (116.2)
Operating income before D&A, asset dispositions, and impairments 29 .2$ 266.0$ 2 0.$ 205.6$ 155.$ 60.4$ 1 0.$ 1 4.9$ 10 .$ 39.8$ (0.6)$
Average High High (Year) Low Low (Year) 2016
Operating income before D&A, asset dispositions, and impairments 76,307$ 124,939$ 2013 (597)$ 2016 (597)$
Return on average historical cost1 6.9% 10.9% 2013 (0.1)% 2016 (0.1)%
eturn on average net book value2 12.3 17.9 2013 (0.1) 2016 (0.1)
Return on average insured value3 6.6% 9.1% 2013 (0.1)% 2016 (0.1)%
(in thousands, except ratios)
5 Year
SMHI is Supported by a $175mm Carlyle Investment
18
Coupon /
Term
3.75% cash coupon / 7 Years
Conversion
Price
$43.00 (23.26 shares per $1,000 principal amount
of notes)
Ownership
Implied ownership of 18.7% of the current
outstanding shares of SEACOR Marine on a fully-
diluted basis
Source: Company Press Release
On November 30, 2015, SEACOR announced that its offshore
marine subsidiary (“SEACOR Marine”) entered into an agreement
to issue $175 million in convertible notes to investment funds
managed and controlled by The Carlyle Group (“Carlyle”)
The transaction contemplated the eventual separation of SEACOR
Marine from SEACOR’s other business lines
“This transaction provides additional capital for our offshore group to seek out opportunities arising from the dislocation in the energy
sector to acquire discrete assets and pursue strategic transactions that complement our existing business. By adding the Carlyle
capital, after paying off intercompany debt and transaction costs, SEACOR Marine will be able to take advantage of opportunities
while preserving a strong balance sheet. The terms of the notes provide SEACOR the flexibility to retain or separate its offshore
marine business in order to maintain its disciplined and strategic approach to capital allocation.”
- Charles Fabrikant, Executive Chairman and CEO of SEACOR
Transaction Overview Key Terms of Convertible Notes
Strategic Rationale
"With this investment, we are excited to partner with SEACOR Holdings and SMH, a top-tier operator in the offshore marine business.
We look forward to working with Charles Fabrikant, John Gellert, and the entire SEACOR team -- who have consistently demonstrated
their ability to invest and create value throughout cycles -- as they continue to develop opportunities in this industry."
- Rodney Cohen, Managing Director and Co-Head of Carlyle's U.S. Equity Opportunity Fund
SMHI has a strong financial profile supported by a large Carlyle investment in November 2015
4
Well Positioned for Opportunity – A Lighthouse in the Storm
19
Financially we are solid
Disciplined approach – active asset trading to
maximize returns and opportunity
Our fleet is well-positioned for the future:
— Consolidate niches and regions
— Acquire cheap assets to strengthen and diversify fleet
— Leverage bank relationships; manage third party assets;
income plus carried interest
— Further reposition and improve the fleet in advance of the
offshore recovery
Capitalizing on downturn; a marathon, not a sprint
Business depressed: dawn of recovery
5
Experienced Management Team with Proven Track Record
20
Name Position
Years of
Experience
Background
John Gellert
President, CEO and
Director
25
Prior to his appointment, Mr. Gellert was Co-Chief Operating Officer of
SEACOR Holdings Inc. from February 23, 2015 to May 31, 2017.
From May 2004 to February 2015, Mr. Gellert was Senior Vice President of
SEACOR Holdings.
From June 1992, when Mr. Gellert joined SEACOR Holdings, until July 2005, he
had various financial, analytical, chartering and marketing roles within SEACOR
Holdings.
Matthew R. Cenac
Executive Vice President
and CFO
20+
Prior to his appointment, Mr. Cenac was Executive Vice President and Chief
Financial Officer of SEACOR Holdings from February 23, 2015 to May 31, 2017.
From August 2014 to February 2015, Mr. Cenac was Senior Vice President and
Chief Financial Officer of SEACOR Holdings.
From August 2005 to August 2015, Mr. Cenac was Vice President and Chief
Accounting Officer of SEACOR Holdings. From June 2003 to July 2005, Mr.
Cenac was Corporate Controller of SEACOR Holdings Inc.
Robert Clemons
Executive Vice President
and COO
15+
Prior to his appointment and since 2007, Mr. Clemons served as Vice President
and Chief Operating Officer of SEACOR Marine’s Americas division.
Prior to 2007, Mr. Clemons was General Manager of SEACOR Marine’s West
Africa region.
Jesús Llorca
Executive Vice President,
Corporate Development
and Secretary
15+
Prior to his appointment, Mr. Llorca was Vice President of SEACOR Holdings
Inc. from May 17, 2007 to May 31, 2017.
From 2004 to 2007, Mr. Llorca worked in the corporate group of SEACOR
Holdings Inc. assisting the General Counsel.
Anthony Weller
Senior Vice President and
Managing Director –
International Division
40+
Prior to his appointment and since 2009, Mr. Weller served as Managing
Director of SEACOR Marine’s International Division.
Mr. Weller is a former Master Mariner.
Clyde Camburn
Senior Vice President and
Chief Accounting Officer
30+
Prior to his appointment and since 2008, Mr. Camburn was SEACOR Marine’s
Vice President of Finance.
5
INVESTOR PRESENTATION
June 2017