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): December 12, 2017

 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):

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 December 12, 2017, SEACOR Holdings Inc., a Delaware corporation (“SEACOR”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), entered into a Supplemental Indenture (the “Supplemental Indenture”) to  the Indenture, dated as of December 11, 2012 (the “Indenture”), among SEACOR and the Trustee, pursuant to which SEACOR issued its 2.50% Convertible Senior Notes due 2027 (the “Notes”).

Under the terms of the Indenture, holders of the Notes currently have the right to require the Company to purchase their Notes on December 19, 2017 pursuant to the terms of the Issuer Repurchase Notice, dated November 13, 2017, and related materials (the “Put Option”).

As permitted by Section 8.01 of the Indenture, the Supplemental Indenture amends the Indenture to (i) include an additional Specified Repurchase Date (as defined in the Indenture) in Section 3.03 of the Indenture of May 31, 2018 and (ii) surrender and waive SEACOR’s right to redeem the Notes under Section 10.01(b) of the Indenture until May 31, 2018.

Nothing in the Supplemental Indenture affects holders of the Notes’ rights and SEACOR’s obligations with respect to the Put Option.

The description of the Supplemental Indenture contained herein is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.2 and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The description of the Supplemental Indenture contained under Item 1.01 above is incorporated by reference in its entirety into this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 *Incorporated herein by reference as indicated.

** Filed herewith.

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.

Dated: December 12, 2017