SMHI Announces $76M Liftboat Sales; MOAs Filed with MARAD Condition

Rhea-AI Filing Summary

Event: On August 6, 2025, SEACOR Marine Holdings Inc. (SMHI), through subsidiaries Falcon Global Jill LLC and Falcon Global Robert LLC, executed memoranda of agreement to sell two U.S.-flag liftboats, the L/B Jill and L/B Robert, to JAD Construction Limited.

Key terms: Aggregate gross proceeds are expected to be approximately $76.0 million, none of which is encumbered by the Companys credit facilities. The L/B Jill purchase price is $45.0 million with a $4.5 million deposit due within ten days; the L/B Robert purchase price is $31.0 million with a $3.1 million deposit due within ten days. Both sales are on a where-is, as-is basis, require delivery with a current class certificate, and are contingent upon approval from the U.S. Maritime Administration (MARAD). The Jill sale is conditioned on contemporaneous closing of the Robert sale. The Robert sale price includes parts, materials and equipment for replacement legs and a rebuilt L7000 crane; the Buyer is obligated to install those items at its sole cost after closing. A press release is filed as Exhibit 99.1 and the MOAs as Exhibits 10.1 and 10.2.

Positive

• Aggregate gross proceeds of approximately $76.0 million from the two MOAs
• Proceeds are not encumbered by the Companys credit facilities
• Deposits totaling $7.6 million ($4.5M for Jill and $3.1M for Robert) provide initial contractual consideration
• Robert sale includes parts, materials and equipment for replacement legs and rebuilt L7000 crane (included in purchase price)

Negative

• Both sales are contingent upon MARAD approval, a material regulatory condition expressly stated in the MOAs
• The Jill closing is conditioned on contemporaneous closing of the Robert sale, creating interdependence between transactions
• Deposits are refundable in specified termination events, reducing non-recoverable upfront cash certainty
• Sales are on a where-is, as-is basis and require delivery with a current class certificate, which are material operational conditions

Insights

Financial Analyst

TL;DR: Two liftboats expected to generate ~$76.0M of unencumbered proceeds; closings contingent on MARAD approval and are interdependent.

Analysis: The agreements convert two tangible assets into immediate gross proceeds of approximately $76.0M, explicitly stated as not encumbered by the Company's credit facilities, which improves near-term liquidity optionality. Deposit amounts are $4.5M (Jill) and $3.1M (Robert) with balances due at closing. The requirement for delivery with a current class certificate and MARAD approvals are material closing conditions that the Company disclosed. The obligation for FG Jill LLC to close is conditioned on the contemporaneous closing of FG Robert LLC, creating execution interdependence between the two transactions. Exhibits and a press release were filed contemporaneously.

Corporate Governance Expert

TL;DR: Transaction documentation filed; approvals and refundable deposits noted, with customary covenants and termination rights disclosed.

Analysis: The filing provides that each MOA contains customary covenants, closing conditions and termination rights and that deposits are refundable in specified termination events. The Robert MOA explicitly includes parts and equipment in the purchase price and assigns post-closing installation responsibility to the Buyer. The Company incorporated the full MOAs by reference as Exhibits 10.1 and 10.2 and issued a press release (Exhibit 99.1). The disclosure is consistent with required 8-K reporting for material definitive agreements and Regulation FD disclosure.

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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): August 6, 2025

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.)

12121 Wickchester Lane, Suite 500, Houston, TX		77079
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (346) 980-1700

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		SMHI		New York Stock Exchange (“NYSE”)

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 ☐

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 6, 2025, SEACOR Marine Holdings Inc. (the “Company”), through two wholly-owned subsidiaries, Falcon Global Jill LLC (“FG Jill LLC”) and Falcon Global Robert LLC (“FG Robert LLC”), respectively, entered into memorandum of agreements for the sale of the U.S. flag liftboat L/B Jill (“Jill MOA”) and the U.S. flag liftboat L/B Robert (“Robert MOA,” and together with the Jill MOA, the “MOAs”). Aggregate gross proceeds under the MOAs are expected to total approximately $76.0 million, none of which is encumbered by the Company’s credit facilities.

The Jill MOA provides for the sale by FG Jill LLC of the liftboat L/B Jill to JAD Construction Limited (the “Buyer”) for a purchase price of $45.0 million, of which $4.5 million is to be deposited in FG Jill LLC’s designated account within ten days of the execution of the Jill MOA, with the balance of the purchase price due and payable at the closing. The deposit is refundable to the Buyer in the event of certain termination events. The sale of the L/B Jill is on a where-is, as-is basis, subject to various rights and obligations in the event of any new damage between the signing and closing of the sale, and delivery of the L/B JILL at closing with a current class certificate. The Jill MOA includes customary covenants, closing conditions and termination rights for a vessel sale of this type, including that the sale of the L/B Jill is contingent upon approval from the United States Maritime Administration (“MARAD”). The obligation of FG Jill LLC to close on the sale of the L/B Jill is conditioned upon the closing of the sale of the L/B Robert occurring contemporaneously therewith. Closing is to occur upon the earlier of sixty (60) days from MARAD approval or at such other date as mutually agreed to by the parties.

The Robert MOA provides for the sale by FG Robert LLC of the liftboat L/B Robert to Buyer for a purchase price of $31.0 million, of which $3.1 million is to be deposited in FG Robert LLC’s designated account within ten days of the execution of the Robert MOA, with the balance of the purchase price due and payable at the closing. The Robert MOA has substantially the same terms and conditions as the Jill MOA, including that the sale of the L/B Robert is contingent upon approval from MARAD. Additionally, included in the purchase price for the L/B Robert are the parts, materials and equipment for the replacement legs and for the rebuilt L7000 crane for the L/B Robert. The Buyer will have the obligation of installing the replacement legs and the L7000 crane at its sole cost and expense after the closing of the sale.

The foregoing description of the MOAs does not purport to be complete and is qualified in its entirety by reference to the full text of the Jill MOA, a copy of which is filed as Exhibit 10.1 hereto, and the full text of the Robert MOA, a copy of which is filed as Exhibit 10.2 hereto, and the terms of each of which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 7, 2025, the Company issued a press release announcing the execution of the MOAs. The press release is attached as Exhibit 99.1 hereto and is incorporated in this Item 7.01 by reference.

The information set forth in (and incorporated by reference into) this Item 7.01 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 set forth in (and incorporated by reference into) this Item 7.01 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.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Memorandum of Agreement for Sale and Purchase of Vessel, by and between Falcon Global Jill LLC and JAD Construction Limited, dated August 6, 2025.
10.2		Memorandum of Agreement for Sale and Purchase of Vessel, by and between Falcon Global Robert LLC and JAD Construction Limited, dated August 6, 2025.
99.1		Press Release of SEACOR Marine Holdings Inc. dated August 7, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
August 7, 2025				By:		/s/ Andrew H. Everett II
				Name:		Andrew H. Everett II
				Title:		Senior Vice President, General Counsel and Secretary

FAQ

What did SEACOR Marine (SMHI) announce on August 6, 2025?

The Company, through subsidiaries, entered into MOAs to sell two U.S.-flag liftboats (L/B Jill and L/B Robert) to JAD Construction Limited for aggregate gross proceeds of approximately $76.0 million.

What are the purchase prices and deposit amounts for the vessels in the SMHI 8-K?

The L/B Jill purchase price is $45.0 million with a $4.5 million deposit; the L/B Robert purchase price is $31.0 million with a $3.1 million deposit.

Are the proceeds from the SMHI vessel sales encumbered by credit facilities?

No. The filing states that the aggregate gross proceeds of approximately $76.0 million are not encumbered by the Company's credit facilities.

What conditions must be satisfied before the SMHI sales close?

Both sales are contingent upon approval from the U.S. Maritime Administration (MARAD); the Jill sale is conditioned on the contemporaneous closing of the Robert sale and delivery with a current class certificate is required.

Who is responsible for installing replacement legs and the rebuilt crane for L/B Robert after closing?

The Buyer (JAD Construction Limited) will have the obligation to install the replacement legs and the rebuilt L7000 crane at its sole cost and expense after closing.