Milbank, Tweed, Hadley & McCloy LLP
28 Liberty Street
New York, NY 10005
July 26, 2018
VIA EDGAR and Facsimile
Tonya K. Aldave, Attorney-Advisor
J. Nolan McWilliams, Attorney-Advisor
Division of Corporation Finance
Office of Transportation and Leisure
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
|Re:||SEACOR Marine Holdings Inc.|
|Registration Statement on Form S-3|
|Filed June 15, 2018|
|File No. 333-225686|
Dear Ms. Aldave and Mr. McWilliams:
On behalf of SEACOR Marine Holdings Inc. (the “Company”), a Delaware corporation, we respond as follows to the Staff’s comment letter, dated July 3, 2018, relating to the above-captioned Registration Statement on Form S-3 (“Registration Statement”).
Please note that for the Staff’s convenience, we have recited the Staff’s comment and provided the Company’s response immediately thereafter.
We note you are registering the resale of common stock underlying 2,907,500 Conversion Warrants. However, the common stock underlying the Conversion Warrants does not appear to be “outstanding” within the meaning of General Instruction I.B.3 to Form S-3. Please revise your registration statement accordingly or provide us with a detailed analysis explaining how the common stock underlying the Conversion Warrants is outstanding.
We have revised the Registration Statement to remove the above-referenced securities as requested.
* * * * * * * * * * * * *
We thank the Staff for its attention to the Company’s submission and we look forward to hearing from you regarding the Registration Statement. If I can be of any assistance during the Staff’s review of the enclosed draft Registration Statement, please contact me, collect, by telephone at (212) 530-5301 or by facsimile at (212) 822-5301. I can also be reached by e-mail at firstname.lastname@example.org.
Very truly yours,
/s/ Brett Nadritch, Esq.
|Cc:||Mr. John Gellert, President and Chief Executive Officer of SEACOR Marine Holdings Inc.|
|Mr. Jesús Llorca, Executive Vice President and Chief Financial Officer of SEACOR Marine Holdings Inc.|
|Mr. Andrew H. Everett II, Senior Vice President, General Counsel and Secretary of SEACOR Marine Holdings Inc.|