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United States securities and exchange commission logo
May 29, 2020
Jes s Llorca
Executive Vice President and Chief Financial Officer
SEACOR Marine Holdings Inc.
12121 Wickchester Lane, Suite 500
Houston, Texas 77079
Re: SEACOR Marine
Holdings Inc.
Registration
Statement on Form S-3
Filed May 15, 2020
File No. 333-238308
Dear Mr. Llorca:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. 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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Description of Capital Stock, page 4
1. We note that the forum
selection provision in Article XIV of your Third Amended and
Restated By-Laws
identifies the Court of Chancery of the State of Delaware as the
exclusive forum for
certain litigation, including any "derivative action." Please disclose
whether this provision
applies to actions arising under the Securities Act or Exchange
Act. In that regard, we
note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability
created by the Securities Act or the rules and regulations thereunder. If
the provision applies
to Securities Act claims, please also revise your prospectus to state
Jes s Llorca
SEACOR Marine Holdings Inc.
May 29, 2020
Page 2
that there is uncertainty as to whether a court would enforce such
provision and that
investors cannot waive compliance with the federal securities laws and
the rules and
regulations thereunder. If this provision does not apply to actions
arising under the
Securities Act or Exchange Act, please tell us how you will inform
investors in future
filings that the provision does not apply to any actions arising under
the Securities Act or
Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Irene Barberena-Meissner, Staff Attorney, at
202-551-6548 or Loan
Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any questions.
Sincerely,
FirstName LastNameJes s Llorca
Division of
Corporation Finance
Comapany NameSEACOR Marine Holdings Inc.
Office of Energy &
Transportation
May 29, 2020 Page 2
cc: David Zeltner, Esq.
FirstName LastName