SEACOR Marine Holdings Inc 8-K, filed Aug 7, 2025
SEACOR Marine Holdings Inc. (SMHI)
About this 8-K
SEACOR Marine Holdings Inc filed this 8-K on August 7, 2025, reporting on events of August 6, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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 | |||||
Exhibit 10.1
MEMORANDUM OF AGREEMENT FOR
SALE AND PURCHASE OF VESSEL (“AGREEMENT”)
Dated as of: August 6, 2025
FALCON GLOBAL JILL LLC, a Delaware limited liability company, with principal place of business at 5005 Railroad Avenue, Morgan City, LA 70380, United States of America (hereinafter called the “Seller”), agrees to sell, and JAD Construction Limited, a corporation registered under the laws of Nigeria, with its principal place of business at 47 Enerhan Road, Warri, Delta, Nigeria, represented by its Chief Executive Officer, Engr Rida Jaffal, (hereinafter called the “Buyer” and together with Seller, hereinafter, sometimes called individually a “Party” and jointly, the “Parties”), agrees to buy:
| Vessel Name: | L/B JILL (hereinafter called the “Vessel”) | |||
| Built: 2014 |
Official Number: 1252618 | |||
| Flag: USA | Place of Registration: New Orleans, LA | |||
| 1. | Purchase Price: |
FORTY FIVE MILLION United States Dollars ($45,000.000.00 USD) (“Purchase Price”).
| 2. | Payment: |
A deposit of Four Million and Five Hundred Thousand (USD$4,500,000.00) United States Dollars, which is ten percent of the Purchase Price (the “Deposit”), shall be deposited in the Seller’s designated account, the details of which are provided below and shall remain in Seller’s designated account until Closing and applied to the Purchase Price or as otherwise disbursed in accordance with the terms of this Agreement. The Deposit made by Buyer to such account shall be paid in full in immediately available funds and free of bank charges to Seller’s designated account within (10) ten days from the date of this Agreement, with the balance of the Purchase Price in the amount Forty Million and Five Hundred Thousand (USD$40,500,000.00) United States Dollars (the “Purchase Price Balance”) due and payable at the closing (the “Closing”) or as otherwise specified in this Agreement. Closing shall occur on or before the earlier of sixty (60) days from the receipt of the relevant approval from United States Maritime Administration (“MARAD”) unless otherwise provided in this Agreement or at such other date as mutually agreed to by the Parties in accordance with the terms of this Agreement (the “Closing Date”). The Seller agrees that it will not
extend any existing employment agreement for the Vessel or employ the Vessel for other work outside of any existing employment agreement, in either case as long as it does not prevent the Parties from proceeding to Closing within fifteen (15) days from receipt of MARAD approval; provided, however, if Buyer is incurring or is reasonably expected to incur demurrage charges on the heavy lift vessel chartered to transport the Vessel to Nigeria, Seller will exercise commercially reasonable efforts to terminate any existing employment of the Vessel to facilitate an earlier Closing. The Seller shall provide Buyer with no less than five (5) days prior written notice of readiness designating the Closing Date. The Purchase Price Balance shall be wired to Seller’s designated account set forth below at least one business day in advance of the Closing Date or as otherwise specified in this Agreement, and the Purchase Price Balance, along with the Deposit, shall be released to Seller at Closing or as otherwise specified in this Agreement.
| Account information for the Deposit and for the Purchase Price Balance: | ||||
| Bank Name: | JPMorgan Chase Bank, N.A. | |||
| Swift Code: | CHASUS33 | |||
| Account #: | 235179501 | |||
| Beneficiary: | Falcon Global USA LLC | |||
| 3. | Inspection: |
Buyer agrees to accept the Vessel where-is, as-is. Buyer further agrees that no drydocking inspection will be conducted. On or before two (2) business days of the date hereof, Seller shall engage Dufour, Laskey & Strouse, Inc., d/b/a DLS Marine (“DLS Marine”) to perform a condition survey (the “Condition Survey”) of the Vessel, and upon Seller’s receipt of the Condition Survey, Seller shall promptly provide Buyer with a copy of the Condition Survey. Within ten (10) business days of the scheduled Closing Date (as defined herein), Seller shall request DLS Marine to perform a condition confirmation survey (the “Pre-Closing Inspection”) of the Vessel to determine if there has been any New Damage (as defined herein) to the Vessel since the Condition Survey, and to provide Seller and Buyer with a copy of the Pre-Closing Inspection survey report (the “Pre-Closing Inspection Report”) prior to the Closing Date. Seller and Buyer shall each be responsible for payment of fifty percent (50%) of the cost of the Pre-Closing Inspection. Buyer’s acceptance of the Vessel at Closing shall be deemed full acceptance of the condition of the Vessel.
| 4. | Time and place of delivery: |
a) The sale of the Vessel is contingent upon approval from the United States Government, including MARAD and, to the extent applicable, the United States Coast Guard. In the event Seller is unable to obtain regulatory approval for the sale within the period set forth in Section 4(b) below after using all due diligence to do so, Buyer shall have the right to terminate this Agreement in which case Seller shall return the Deposit to Buyer forthwith and neither Party shall have any further liability to the other Party in any respect.
b) The Vessel shall be delivered on the Closing Date elevated at Port Fourchon, Louisiana or other mutually agreed location. In the event that the Closing is unable to occur as scheduled owing to delays in obtaining MARAD approval, the Closing shall occur as soon as practicable after such approval is secured; provided, however, if MARAD approval has not been secured within ninety (90) days of the date of this Agreement, Buyer shall have the right to terminate this Agreement, in which case the Deposit shall be returned to Buyer forthwith and neither Party shall have any further liability to the other Party in any respect.
c) Should the Vessel become an actual or constructive total loss before delivery, Buyer shall have the right to terminate this Agreement and, to the extent paid, receive a refund of the Deposit forthwith, whereupon this Agreement shall be null and void and neither Party shall have any further liability to the other Party in any respect.
d) If the Pre-Closing Inspection Report identifies that the Vessel has suffered physical damage or loss or a breakdown of its equipment or machinery which was not present at the time of the Condition Survey (herein, “New Damage”) and the cost to repair or remedy the New Damage, as set forth in the Pre-Closing Inspection Report, in the manner that a reasonably prudent owner and operator of such Vessel would customarily undertake (the “Repair Standard”) exceeds $500,000, then:
| (i) | if the Pre-Closing Inspection Report states that the cost to repair or remedy the New Damage to the Repair Standard is less than $1,000,000, then Seller shall promptly select one of the following options, (A) agree to repair or remedy the New Damage to the Repair Standard; provided that the estimated time frame to effect such repair or remedy does not interfere with Buyer’s loadout schedule for the Vessel for its transport to Nigeria or |
(B) agree to reduce the Purchase Price by the cost to repair or remedy the New Damage as set forth by DLS Marine in the Pre-Closing Inspection Report, in which case Buyer shall accept the Vessel in her then unrepaired condition;
| (ii) | if the Pre-Closing Inspection Report states that the cost to repair or remedy the New Damage to the Repair Standard exceeds $1,000,000 and is less than $3,000,000:, |
| (A) | if the Seller has made an insurance claim (each, an “Insurance Claim”) for such New Damage and Seller resolves each Insurance Claim to Seller’s satisfaction prior to Closing, Seller agrees to reduce the Purchase Price by the amount of such New Damage, in which case Buyer shall accept the Vessel in her then unrepaired condition; |
| (B) | if the Seller has made an Insurance Claim and any such Insurance Claim remain unresolved to Seller’s satisfaction at the time of Closing, Seller agrees to reduce the Purchase Price by $1,000,000 and Buyer shall accept the Vessel in her then unrepaired condition; provided that Seller shall remit to Buyer the insurance proceeds received by Seller for any Insurance Claim promptly upon receipt of such proceeds by Seller; |
| (C) | if the New Damage is not covered by Seller’s insurance, Seller agrees to reduce the Purchase Price by $500,000 plus fifty percent (50%) of the New Damage, in which case Buyer shall accept the Vessel in her then unrepaired condition. |
| (iii) | if the Pre-Closing Inspection Report states that the cost to repair or remedy the New Damage to the Repair Standard exceeds $3,000,000, Buyer or Seller shall have the right to terminate this Agreement in which case the Deposit shall be returned to Buyer forthwith and neither Party shall have any further liability to the other Party in any respect. |
e) In addition, Seller shall have the affirmative obligation to notify Buyer of any New Damage that it becomes aware of in excess of $250,000 prior to Closing and shall provide Buyer written notice thereof as soon as possible but in no event later than three (3) calendar days of Seller’s becoming aware of any New Damage. If the Pre-Closing Inspection Report states that the New Damage, if any, is less than $500,000, then the Vessel shall be deemed to be in the same condition as the Vessel was at the time of the Condition Report, fair wear and tear excepted
f) Upon delivery of the Vessel it will be the Buyer’s responsibility to move the Vessel immediately or to arrange for storage at a facility at Buyer’s sole cost and expense. Buyer shall assume all risk of loss or damage to the Vessel after the Closing.
| 5. | Spares/bunkers/etc.: |
Seller shall deliver the Vessel to Buyer with everything belonging to her on board at the time of Buyer’s acceptance of the Vessel (including spares then on board or ashore, if any), and the radio installation, navigational and CCTV equipment (including the CCTV back-up tapes for the period from and after the date hereof up through the Closing Date but excluding the CCTV network). Without limiting the foregoing, Seller’s deliverables shall include the Vessel’s stability program loaded on a laptop computer along with a copy thereof on an external hard drive. Unused stores, and provisions on board shall be included in the sale and be taken over by Buyer without extra payment. Except as set forth in Section 4(d)(ii)(B) to the contrary, all insurance policies of Seller and any claims under such policies arising from events occurring prior to the Closing shall be excluded from the sale of the Vessel hereunder. Notwithstanding the preceding sentence, if there is an insurance claim for New Damage, the insurance proceeds from such New Damage claim shall be disbursed as set forth in this Agreement.
Seller has the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Seller’s flag name. Seller’s Safety Management System, library, forms: etc., exclusively for use in Seller’s Vessel shall be excluded without compensation. Captain’s, Officer’s, and Crew’s personal belongings including the slop chest are to be excluded from the sale.
Seller excludes from the sale the following items:
-Dualog server
-AST VSAT rental
-Rosepoint computer
-All Meraki Network Gear:
Meraki SDWAN MX68
Meraki Switches
Meraki WIFI Access points
-Computers as applicable (except for the computer loaded with the Vessel’s stability program as specified above)
Bridge
Office
ECR
ECS/Rosepoint
Conference room
Galley
Tech dept. laptop.
CCTV Network
Meraki Network Gear
NVR/Client PC’s to be removed from AZURE
Elite Client Rental Gear
Unused Bunkers on board. At Closing, Buyer shall pay Seller for all bunkers remaining onboard the Vessel at the time of delivery at the prevailing price at the port of delivery.
| 6. | Documentation: |
The place of Closing would be the office of SEACOR Marine, Morgan City, Louisiana or such other location agreed to by the Parties, including a virtual online closing as mutually agreed between the Parties.
Documentary closing: by circulation of documents.
In exchange for payment of the Purchase Price, Seller shall furnish Buyer with the following delivery documents:
| a) | Resolutions or other authorizing documents to demonstrate Seller’s authority to enter into this Agreement, the Bill of Sale and other related transfer documents. |
| b) | Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel in her AS IS, WHERE IS condition, provided the Buyer notifies the Seller of any such documents as soon as possible after the date of this Agreement. |
| c) | Other technical documentation (including but not limited to regulatory and classification certificates pertaining to the Vessel and updated class status report, Tonnage, Safe Manning, Stability Program, plans, FCC licenses, etc.), whether current or expired, which may be in the Seller’s possession or on board the Vessel. |
| d) | Other non-proprietary technical documentation, whether on board or not on board, including plans, as-built drawings (in an electronic format), operating procedures, instruction books, and operating and maintenance manuals for the Vessel and its equipment and machinery which may be in Seller’s possession. Seller may keep the Vessel logbooks, but Buyer shall have the right to make copies of same. At the time of delivery, Buyer and Seller shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the terms of acceptance and the date and time of delivery of the Vessel from the Seller to the Buyer. |
| 7. | Corporate Representations and Warranties: |
Seller represents and warrants to Buyer as follows:
Seller is a company duly organized, validly existing, and in good standing under the laws of its State of formation.
Seller is the lawful owner of the Vessel and, as of the Closing, the Vessel will be free and clear of any mortgages, liens or other encumbrances.
Seller has all corporate power and authority necessary to sell the Vessel pursuant to this Agreement.
The person executing this Agreement on behalf of Seller has been duly authorized to execute this Agreement and to consummate the transactions contemplated by this Agreement.
All company action necessary for this Agreement to constitute the valid, binding and legal obligation of Seller, enforceable in accordance with its terms, has been taken.
To Seller’s actual knowledge, there are no claims, demands, actions, suits or other proceedings against Seller or the Vessel, including any counterclaim, any arbitration proceeding, any administrative or other proceeding or investigation by or before any governmental agency, nor any order, decree or judgment, whether pending, in effect or to the best of Seller’s knowledge threatened. (collectively, the “Actions”) against or relating to the Seller or the Vessel which could give rise to an adverse claim of title or a Lien, attachment, seizure, forfeiture or other encumbrance against the Vessel which has not been bonded out or otherwise discharged.
Buyer represents and warrants Seller as follows:
Buyer has all corporate power and authority necessary to purchase the Vessel pursuant to this Agreement.
The person executing this Agreement on behalf of Buyer has been duly authorized by the Director of Buyer to execute this Agreement and to consummate the transactions contemplated by this Agreement.
All corporate action necessary for this Agreement to constitute the valid, binding and legal obligation of Buyer, enforceable in accordance with its terms, has been taken.
No funds to be paid to Seller hereunder have been derived from, or will be derived from or constitute, either directly or indirectly, the proceeds of any activity in violation of any applicable anti-corruption, anti-terrorism, anti-money laundering, sanctions or export control laws or similar laws. Buyer represents and warrants further that it will comply fully with all appropriate export control and economic sanctions laws and regulations as they apply to purchase of the Vessel, including, without limitation, compliance with (a) the Foreign Asset Control Regulations administered by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”) (31 C.F.R. Parts 500-598) that prohibit U.S. Persons from conducting business with countries, individuals or entities that appear on lists administered by OFAC without authorization from OFAC, (b) the Export Administration Regulations (the “EAR”) administered by the United States Department of Commerce (15 C.F.R. Parts 730-744) which, among other things, require license for the export of goods, technology or technical data that appear on the Commerce Control List, and (c) the U.S Antiboycott Laws (15 C.F.R. Part 760) that prohibit United States businesses from participating in any unsanctioned international boycott, meaning boycotts that are not supported by the United States government.
| 8. | Encumbrances and Claims: |
SELLER WARRANTS THAT THE VESSEL, AT THE TIME OF DELIVERY, IS FREE FROM ALL CLAIMS, CHARTERS, ENCUMBRANCES, MORTGAGES AND MARITIME LIENS OR ANY OTHER DEBTS WHATSOEVER. SELLER HEREBY UNDERTAKES TO DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER FROM AND AGAINST ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING PAYMENT OR REASONABLE ATTORNEY’S FEES AND COSTS OF LITIGATION), INCLUDING WITHOUT LIMITATION TITLE CLAIMS, LIEN CLAIMS AND CLAIMS FOR PERSONAL INJURY OR DEATH OR LOSS OF OR DAMAGE TO PROPERTY, POLLUTION AND CONTAMINATION. AND CONSEQUENTIAL LOSS (ALL OF THE FOREGOING “CLAIMS”) THAT BUYER MAY HOWSOEVER SUFFER,
SUSTAIN, PAY OR INCUR IN CONNECTION WITH SELLER’S OWNERSHIP OR OPERATION OF THE VESSEL PRIOR TO CLOSING, WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY, BREACH OF REPRESENTATION OR WARRANTY (EXPRESSED OR IMPLIED), BREACH OF DUTY (WHETHER STATUTORY, CONTRACTUAL OR OTHERWISE), REGULATORY OR STATUTORY LIABILITY OR ANY OTHER REMEDY OF LAW INCLUDING ATTRIBUTABLE TO THE NEGLIGENCE OR FAULT OF ANY DEGREE OR CHARACTER. INCLUDING SOLE. JOINT, CONCURRENT OR GROSS NEGLIGENCE OF SELLER, DEFECT OR RUIN OF PREMISES OR EQUIPMENT (WHETHER SUCH CONDITIONS, DEFECT OR RUIN BE PATENT OR LATENT), OR ANY UNSEAWORTHINESS OF THE VESSEL, AND ALL SELLER’S OBLIGATIONS CONTAINED IN THIS ARTICLE SHALL EXTEND TO THE BUYER AND SHALL INURE TO THE BENEFIT OF BUYER AND ITS AFFILIATED COMPANIES, AND THE OFFICERS, DIRECTORS, STOCKHOLDERS, PARTNERS, MANAGERS, REPRESENTATIVES, EMPLOYEES, CONSULTANTS, AGENTS. SERVANTS AND INSURERS OF EACH.
Except for the indemnity obligations herein, under no circumstances and under no theory of law, whether contract, quasi-contract, strict liability, warranty, tort (including the sole or concurrent negligence), fault, or any other theory of law or cause of action, shall Buyer or Seller have any liability to the other for (i) loss of revenue, loss of profit, loss of use of capital or production delays, delays in delivery of the Vessel, losses resulting from failure to meet other contractual commitments or deadlines, downtime of facilities, vessels or the Vessel, in each case, regardless of whether such claim, or the basis thereof, is considered as a consequential damage or not, or (ii) indirect or consequential loss or damage, however and whenever arising under this Agreement or as a result of or in connection with the Vessel, and whether based on negligence, whether sole or concurrent or active or passive, or unseaworthiness, breach of warranty, breach of contract, or otherwise. The foregoing limitation shall not apply to indemnification claims under this Agreement or claims for any gross negligence, willful concealment, or fraud.
| 9. | Sale Conditioned on Sale of L/B ROBERT to Buyer |
Seller’s obligation to close on the purchase and sale of the Vessel pursuant to this Agreement is conditioned on the sale of the L/B ROBERT to Buyer pursuant to the terms of that certain Memorandum of Agreement for the Sale and Purchase of L/B ROBERT dated on or near the date hereof between Falcon Global Robert LLC (“FGB LLC”) and Buyer (the “LB ROBERT Agreement”). The closing on the sale of the L/B ROBERT under the LB ROBERT Agreement shall occur contemporaneously with the Closing hereunder. In the event that Buyer shall fail to pay the Deposit or the Purchase Price Balance per the terms of the LB ROBERT Agreement notwithstanding FGB LLC’s performance of its obligations thereunder, Seller shall have the right to terminate this Agreement and keep the Deposit hereunder as agreed liquidated damages, as well as seek any other remedies available under the LB ROBERT Agreement, and neither Party shall have any further liability to the other Party hereunder.
| 10. | Taxes, etc.: |
Any taxes, fees and expenses in connection with documenting the Vessel under Buyer’s ownership shall be for Buyer’s account. Whereas similar charges in connection with terminating the Vessel’s documentation under Seller’s ownership shall be for Seller’s account. Sales tax (if any) will be for Buyer’s account. Seller represents that it is not engaged in the selling of vessels in the ordinary course of its business and has a reasonable belief that the sale of the Vessel will qualify as an “occasional sale” under the laws of the State of Louisiana. Seller shall cooperate and assist Buyer in availing itself of any sales tax exemptions available under the laws of the State of Louisiana.
| 11. | Condition of delivery: |
Subject to Section 4, the Vessel shall be delivered to Buyer in substantially the same order and condition as when inspected by DLS Marine at the time of the Condition Survey, fair wear and tear excepted. In all other respects, the Vessel shall be delivered to and taken over by Buyer on an outright basis “AS IS, WHERE IS,” WITHOUT ANY RIGHT OF REDHIBITION, AND WITHOUT ANY REPRESENTATION, AGREEMENT OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO ITS CLASS, ITS PHYSICAL CONDITION, OUTFIT, EQUIPMENT, SPARE PARTS SEA WORTHINESS, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER. The Vessel shall have a valid and current ABS class certificate at Closing, free of any notations.
NOTWITHSTANDING THE FOREGOING, BUYER HEREBY RELEASES AND FOREVER DISCHARGES AND, AGREES TO HOLD HARMLESS SELLER FROM AND AGAINST ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING WITHOUT LIMITATION CLAIMS FOR PERSONAL INJURY OR DEATH OR LOSS OF OR DAMAGE TO
PROPERTY, POLLUTION AND CONTAMINATION, AND CONSEQUENTIAL LOSS) (ALL OF THE FOREGOING “CLAIMS’’) THAT BUYER OR SELLER MAY HOWSOEVER SUFFER, SUSTAIN, PAY OR INCUR IN CONNECTION WITH BUYER’S OWNERSHIP OR OPERATION OF THE VESSEL, REGARDLESS OF FAULT AND REGARDLESS OF WHETHER CLAIMS ARISE UNDER CONTRACT, TORT, STRICT LIABILITY, BREACH OF REPRESENTATION OR WARRANTY (EXPRESS OR IMPLI ED), BREACH OF DUTY (WHETHER STATUTORY, CONTRACTUAL OR OTHERWISE), REGULATORY OR STATUTORY LIABILITY OR ANY OTHER REMEDY OF LAW, DEFECT OR RUIN OF PREMISES OR EQUIPMENT AND BUYER SHALL INDEMNIFY, DEFEND, RELEASE AND SAVE THE SELLER COMPLETELY HARMLESS FROM ALL SUCH CLAIMS (INCLUDING PAYMENT OR REASONABLE ATTORNEY’S FEES AND COSTS OF LITIGATION). BUYER’S OBLIGATIONS CONTAINED TN THIS ARTICLE 11 SHALL EXTEND TO THE SELLER AND SHALL INURE TO THE BENEFIT OF SELLER AND ITS AFFILIATED COMPANIES. AND THE OFFICERS, DIRECTORS, STOCKHOLDERS, PARTNERS, MANAGERS, REPRESENTATIVES. EMPLOYEES, CONSULTANTS, AGENTS. SERVANTS AND INSURERS OF EACH.
| 12. | Name/markings: |
Within a reasonable time after delivery, Buyer shall remove all the Vessel markings representing seller.
| 13. | Default and Termination: |
| a) | Should Buyer fail (i) to pay the Deposit within (10) ten days from the date of this Agreement or (ii) to close and at Closing pay for the Vessel in accordance with Clause 2 (for lack of financing or otherwise) and Seller is not in default of its obligations assumed under this Agreement, Seller may, to the extent paid, retain the Deposit in full as the sole property of Seller and terminate this Agreement as Seller’s sole remedy and neither Party shall have any further liability to the other Party in any respect. |
| b) | Subject to the terms of Section 4 above, should Seller be unable to complete a valid sale and transfer within the time set forth herein for the Closing, Buyer may, to the extent paid, receive a refund of the Deposit and cancel this Agreement as Buyer’s sole remedies. |
| c) | Except for termination by Buyer under Section 4(c) following the actual or constructive total loss of the Vessel before delivery, any termination by Buyer of this Agreement shall serve as cross-termination of the LB ROBERT Agreement, entitling Buyer to a refund of the deposit thereunder as Buyer’s sole remedy with no further liability of either party under the LB ROBERT Agreement |
| 14. | Risk of Loss: |
Risk of loss remains with the Seller until Delivery, at which time risk or loss passes to the Buyer. In the event of an actual or constructive total loss of any or all of the Vessel prior to delivery under this Agreement, either Party may elect to cancel this Agreement, subject to Section 4(c) above.
| 15. | Applicable Law: |
This Agreement will be governed by the general maritime laws of the United States and any applicable provisions of the United States Code, and, to the extent necessary, the laws of the State of Louisiana shall apply, without regard to its conflict of laws rules or principles. Any dispute between the Parties shall first be referred to non-binding mediation in New Orleans, Louisiana, United States of America, with use of a mediator acceptable to the Parties. If the Parties are unable to select a mediator or are not successful at mediating the dispute, then venue will lie in the United States District Court for Louisiana, New Orleans Division.
| 16. | Assignment: |
Neither this Agreement nor any right hereunder may be transferred, assigned, pledged or hypothecated by either Party hereto without the prior written consent of the other Party, provided that, upon written notice to Buyer, Seller may assign any of its rights or obligations under this Agreement to any affiliate of Seller in connection with the transfer of the ownership of the Vessel to such affiliate; provided, however, in the event of such assignment Seller shall remain responsible for its obligations assumed pursuant to this Agreement as if no such assignment had occurred.
| 17. | Counterparts: |
This Agreement may be executed and delivered by each Party in separate counterparts (including execution and delivery by facsimile transmission), each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement, notwithstanding that all Parties have not signed the same counterpart.
| 18. | Brokers: |
Each Party shall be solely responsible for all fees and other compensation and/or expenses payable to any brokers engaged by such Party in connection with the sale and purchase of the Vessel.
| 19. | Confidentiality: |
This Agreement shall be treated in a confidential fashion by the Parties. The Parties hereto shall undertake to maintain the identity of the Buyer and Seller, the Vessel involved, the existence and terms of this Agreement, and the Purchase Price in a confidential manner and shall not disclose same in the absence of the other Party’s express written consent except as may be necessary to close the sale, comply with applicable law, statute, regulation, legal process, or rules of any applicable stock exchange.
| 20. | Notices: |
Any notices required under or pursuant to this Agreement shall be sent in writing to the Party hereto to the address listed in the recitals above or to any other such address as a Party may request in writing from time to time.
| 21. | Survival: |
It is agreed and understood by the Parties that Paragraphs 7, 8, 10 and 11 survive Closing.
| 22. | Miscellaneous: |
This Agreement may be amended or modified in whole or in part only by an agreement in writing executed by the Parties and making specific reference therein that it is intended to modify or amend this Agreement.
The failure of either Party to enforce any provision of this Agreement shall in no manner affect the right of such Party to enforce the same at a later time, and the waiver by either Party of any breach of any provision in this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or a waiver by such Party of any breach of any other provision.
The section headings of this Agreement are inserted for convenience only and do not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.
Seller and Buyer shall execute and deliver to the other such other and further documents and Instruments as each may require to more fully effectuate the terms and conditions of this Agreement and the sale and purchase of the Vessel.
In the event that any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement and any other application thereof shall not in any way be affected or impaired thereby.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of the date first written above.
| SELLER: | BUYER: | |||||||
| FALCON GLOBAL JILL LLC | JAD CONSTRUCTION LIMITED | |||||||
| By: | /s/ Jesús Llorca | By: | /s/ Engr Rida Jaffal | |||||
| Name: | Jesús Llorca | Name: | Engr Rida Jaffal | |||||
| Title: | Authorized Representative | Title: | Chief Executive Officer | |||||
[SIGNATURE PAGE TO THE MEMORANDUM OF AGREEMENT FOR SALE AND PURCHASE OF VESSEL – LB JILL]
Exhibit 10.2
MEMORANDUM OF AGREEMENT FOR
SALE AND PURCHASE OF VESSEL (“AGREEMENT”)
Dated as of: August 6, 2025
FALCON GLOBAL ROBERT LLC, a Delaware limited liability company, with principal place of business at 5005 Railroad Avenue, Morgan City, LA 70380, United States of America (hereinafter called the “Seller”), agrees to sell, and JAD Construction Limited, a corporation registered under the laws of Nigeria, with its principal place of business at 47 Enerhan Road, Warri, Delta, Nigeria, represented by its Chief Executive Officer, Engr Rida Jaffal, (hereinafter called the “Buyer” and together with Seller, hereinafter, sometimes called individually a “Party” and jointly, the “Parties”), agrees to buy:
| Vessel Name: | L/B ROBERT (hereinafter called the “Vessel”) | |||
| Built: 2012 | Official Number: 1237383 | |||
| Flag: USA | Place of Registration: New Orleans, LA |
| 1. | Purchase Price: |
THIRTY ONE MILLION United States Dollars ($31,000,000.00 USD) (“Purchase Price”).
| 2. | Payment: |
A deposit of Three Million and One Hundred Thousand (USD$3,100,000.00) United States Dollars, which is ten percent of the Purchase Price (the “Deposit”), shall be deposited in the Seller’s designated account, the details of which are provided below and shall remain in Seller’s designated account until Closing and applied to the Purchase Price or as otherwise disbursed in accordance with the terms of this Agreement. The Deposit made by Buyer to such account shall be paid in full in immediately available funds and free of bank charges to Seller’s designated account within (10) ten days from the date of this Agreement, with the balance of the Purchase Price in the amount Twenty Seven Million and Nine Hundred Thousand (USD$27,900,000.00) United States Dollars (the “Purchase Price Balance”) due and payable at the closing (the “Closing”) or as otherwise specified in this Agreement. Closing shall occur on or before the earlier of sixty (60) days from the receipt of the relevant approval from United States Maritime Administration (“MARAD”) unless otherwise provided in this Agreement or at such other date as mutually agreed to by the Parties in accordance with the terms of this Agreement (the “Closing Date”). As of the
date hereof, the Vessel is employed for service in the Northeast of the United States of America. The Seller agrees that it will not extend the existing employment agreement for the Vessel or employ the Vessel for other work outside of the existing employment agreement, in either case as long as it does not prevent the Parties from proceeding to Closing within fifteen (15) days from receipt of MARAD approval; provided, however, if Buyer is incurring or is reasonably expected to incur demurrage charges on the heavy lift vessel chartered to transport the Vessel to Nigeria, Seller will exercise commercially reasonable efforts to terminate any existing employment of the Vessel to facilitate an earlier Closing. The Seller shall provide Buyer with no less than five (5) days prior written notice of readiness designating the Closing Date. The Purchase Price Balance shall be wired to Seller’s designated account set forth below at least one business day in advance of the Closing Date or as otherwise specified in this Agreement, and the Purchase Price Balance, along with the Deposit, shall be released to Seller at Closing or as otherwise specified in this Agreement.
Account information for the Deposit and for the Purchase Price Balance:
Bank Name: JPMorgan Chase Bank, N.A.
Swift Code: CHASUS33
Account #: 235179501
Beneficiary: Falcon Global USA LLC
| 3. | Inspection: |
Buyer agrees to accept the Vessel as is-where is. Buyer further agrees that no drydocking inspection will be conducted. On or before two (2) business days of the date hereof, Seller shall engage Dufour, Laskey & Strouse, Inc., d/b/a DLS Marine (“DLS Marine”) to perform a condition survey (the “Condition Survey”) of the Vessel, and upon Seller’s receipt of the Condition Survey, Seller shall promptly provide Buyer with a copy of the Condition Survey. Within ten (10) business days of the scheduled Closing Date (as defined herein), Seller shall request DLS Marine to perform a condition confirmation survey (the “Pre-Closing Inspection”) of the Vessel to determine if there has been any New Damage (as defined herein) to the Vessel since the Condition Survey, and to provide Seller and Buyer with a copy of the Pre-Closing Inspection survey report (the “Pre-Closing Inspection Report”) prior to the Closing Date. Seller and Buyer shall each be responsible for payment of fifty percent (50%) of the cost of the Pre-Closing Inspection.
| 4. | Time and place of delivery: |
| a) | The sale of the Vessel is contingent upon approval from the United States Government, including MARAD and, to the extent applicable, the United States Coast Guard. In the event Seller is unable to obtain regulatory approval for the sale within the period set forth in Section 4(b) below after using all due diligence to do so, Buyer shall have the right to terminate this Agreement in which case Seller shall return the Deposit to Buyer forthwith and neither Party shall have any further liability to the other Party in any respect. |
| b) | Except for the parts, materials and equipment identified on Exhibit A, which will be delivered on the Closing Date in their then current location, the Vessel shall be delivered on the Closing Date elevated at Port Fourchon, Louisiana or other mutually agreed location. In the event that the Closing is unable to occur as scheduled owing to delays in obtaining MARAD approval, the Closing shall occur as soon as practicable after such approval is secured; provided, however, if MARAD approval has not been secured within ninety (90) days of the date of this Agreement, Buyer shall have the right to terminate this Agreement, in which case the Deposit shall be returned to Buyer forthwith and neither Party shall have any further liability to the other Party in any respect. |
| Canceling | Date: N/A |
| c) | Should the Vessel become an actual or constructive total loss before delivery, Buyer shall have the right to terminate this Agreement and, to the extent paid, receive a refund of the Deposit forthwith, whereupon this Agreement shall be null and void and neither Party shall have any further liability to the other Party in any respect. |
| d) | If the Pre-Closing Inspection Report identifies that the Vessel has suffered physical damage or loss or a breakdown of its equipment or machinery which was not present at the time of the Condition Survey (herein, “New Damage”) and the cost to repair or remedy the New Damage, as set forth in the Pre-Closing Inspection Report, in the manner that a reasonably prudent owner and operator of such Vessel would customarily undertake (the “Repair Standard”) exceeds $500,000, then: |
| (i) | if the Pre-Closing Inspection Report states that the cost to repair or remedy the New Damage to the Repair Standard is less than $1,000,000, then Seller shall promptly select one of the following options, (A) agree to repair or remedy the New Damage to the Repair Standard; provided that the estimated time frame to effect such repair or remedy does not interfere with Buyer’s loadout schedule for the Vessel for its transport to Nigeria or (B) agree to reduce the Purchase Price by the cost to repair or remedy the New Damage as set forth by DLS Marine in the Pre-Closing Inspection Report, in which case Buyer shall accept the Vessel in her then unrepaired condition; |
| (ii) | if the Pre-Closing Inspection Report states that the cost to repair or remedy the New Damage to the Repair Standard exceeds $1,000,000 and is less than $3,000,000:, |
| (A) | if the Seller has made an insurance claim (each, an “Insurance Claim”) for such New Damage and Seller resolves each Insurance Claim to Seller’s satisfaction prior to Closing, Seller agrees to reduce the Purchase Price by the amount of such New Damage, in which case Buyer shall accept the Vessel in her then unrepaired condition; |
| (B) | if the Seller has made an Insurance Claim and any such Insurance Claim remain unresolved to Seller’s satisfaction at the time of Closing, Seller agrees to reduce the Purchase Price by $1,000,000 and Buyer shall accept the Vessel in her then unrepaired condition; provided that Seller shall remit to Buyer the insurance proceeds received by Seller for any Insurance Claim promptly upon receipt of such proceeds by Seller; |
| (C) | if the New Damage is not covered by Seller’s insurance, Seller agrees to reduce the Purchase Price by $500,000 plus fifty percent (50%) of the New Damage, in which case Buyer shall accept the Vessel in her then unrepaired condition. |
| (iii) | if the Pre-Closing Inspection Report states that the cost to repair or remedy the New Damage to the Repair Standard exceeds $3,000,000, Buyer or Seller shall have the right to terminate this Agreement in which case the Deposit shall be returned to Buyer forthwith and neither Party shall have any further liability to the other Party in any respect. |
| e) | In addition, Seller shall have the affirmative obligation to notify Buyer of any New Damage that it becomes aware of in excess of $250,000 prior to Closing and shall provide Buyer written notice thereof as soon as possible but in no event later than three (3) calendar days of Seller becoming aware of any New Damage. If the Pre-Closing Inspection Report states that the New Damage, if any, is less than $500,000, then the Vessel shall be deemed to be in the same condition as the Vessel was at the time of the Condition Report, fair wear and tear excepted. |
| (f) | Upon delivery of the Vessel it will be the Buyer’s responsibility to move the Vessel immediately or to arrange for storage at a facility at Buyer’s sole cost and expense. Buyer shall assume all risk of loss or damage to the Vessel after the Closing. |
| (g) | Also included in the Purchase Price are the parts, materials and equipment for the replacement legs for the Vessel and for the rebuilt L7000 crane. These parts, materials and equipment for the replacement legs and for the rebuilt L7000 crane along with their current location are listed on Exhibit A hereto. As of the date of this Agreement, Seller has agreed to pay the remaining amount of $3,580,959.25 for the parts, materials and equipment on Exhibit A. Seller has represented to Buyer that it has procured and fully paid for or, no later than the Closing Date, will procure and fully pay up to the remaining amount of $3,580,959.25 for all the parts, materials and equipment set forth on Exhibit A. Seller has a pending insurance claim for the remaining amount of $3,580,959.25; and Seller agrees to exercise all reasonable diligence to resolve such claim prior to the time set forth herein for the Closing. Notwithstanding anything to contrary in this Agreement, in the event that such insurance claim is not resolved to Seller’s satisfaction prior to the time set forth herein for the Closing to fully compensate Seller for such amount of $3,580,959.25, either Party may terminate this Agreement. Buyer understands that it shall have the obligation of installing the replacement legs and the L7000 crane at its sole expense and risk after the Closing; and Buyer further understands that it shall be responsible for the payment and expense of any parts, materials and equipment on Exhibit A or otherwise related to the replacement legs and the L7000 crane to the extent the costs and expense for such parts, materials and equipment exceeds the remaining amount of $3,580,959.25 to be paid by Seller. Buyer shall not be obliged to assume any contracts Seller may currently have in place with respect to the replacement legs or the L7000 crane and may perform the installations of the replacement legs and L7000 crane in the location of its choice. Buyer shall also have the right to inspect and attend any |
| testing of the parts, materials and equipment for the replacement legs and the L7000 crane after the execution of this Agreement and prior to the Closing. Should it be determined by Buyer that additional parts, materials or equipment are needed in order to install the replacement legs or L7000 crane, Buyer shall be solely responsible for procuring such parts, materials or equipment at its sole expense. |
| 5. | Spares/bunkers/etc.: |
Seller shall deliver the Vessel to Buyer with everything belonging to her on board at the time of Buyer’s acceptance of the Vessel (including spares then on board or ashore, if any), and the radio installation, navigational and CCTV equipment (including the CCTV back-up tapes for the period from and after the date hereof up through the Closing Date but excluding the CCTV network). Without limiting the foregoing, Seller’s deliverables shall include the Vessel’s stability program loaded on to a laptop computer along with a copy thereof on an external hard drive. Unused stores, and provisions on board shall be included in the sale and be taken over by Buyer without extra payment. Seller has provided Buyer a list of the spares for the Vessel (or her sister vessel, the LB Jill) which are stored ashore. These spares are identified in Exhibit B hereto and are subject to change to the extent such spares are used by Seller in the ordinary course of business of Seller’s business prior to Closing. Seller does not guarantee the accuracy of Exhibit B but has a good faith belief that it is materially accurate. Except as set forth in Section 4(d)(ii)(B) to the contrary, all insurance policies of Seller and any claims under such policies arising from events occurring prior to the Closing shall be excluded from the sale of the Vessel hereunder. Notwithstanding the preceding sentence, if there is an insurance claim for New Damage, the insurance proceeds from such New Damage claim shall be disbursed as set forth in this Agreement.
Seller has the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Seller’s flag name. Seller’s Safety Management System, library, forms: etc., exclusively for use in Seller’s Vessel shall be excluded without compensation. Captain’s, Officer’s, and Crew’s personal belongings including the slop chest are to be excluded from the sale.
Seller exclude from the sale the following items:
-Dualog server
-KVH VSAT rental
-Rosepoint computer
- All Meraki Network Gear:
Meraki SDWAN MX68
Meraki Switches
Meraki WIFI Access points
-Computers as applicable (except for the computer loaded with the Vessel’s stability program as specified above)
Bridge
Office
ECR
ECS/Rosepoint
Conference room
Galley
Tech dept. laptop.
CCTV Network
Meraki Network Gear
NVR/Client PC’s to be removed from AZURE
Unused Bunkers on board. At Closing, Buyer shall pay Seller for all bunkers remaining onboard the Vessel at the time of delivery at the prevailing price at the port of delivery.
| 6. | Documentation: |
The place of Closing would be the office of SEACOR Marine, Morgan City, Louisiana or such other location agreed to by the Parties, including a virtual online closing as mutually agreed between the Parties.
Documentary closing: by circulation of documents.
In exchange for payment of the Purchase Price, Seller shall furnish Buyer with the following delivery documents:
| a) | Resolutions or other authorizing documents to demonstrate Seller’s authority to enter into this Agreement, the Bill of Sale and other related transfer documents. |
| b) | Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel in her AS IS, WHERE IS condition, provided the Buyer notifies the Seller of any such documents as soon as possible after the date of this Agreement. |
| c) | Other technical documentation (including but not limited to regulatory and classification certificates pertaining to the Vessel and updated class status report, Tonnage, Safe Manning, Stability Program, plans, FCC licenses, etc.), whether current or expired, which may be in the Seller’s possession or on board the Vessel. |
| d) | Other non-proprietary technical documentation, whether on board or not on board, including plans, as-built drawings (in an electronic format), operating procedures, instruction books, and operating and maintenance manuals for the Vessel and its equipment and machinery which may be in Seller’s possession. Seller may keep the Vessel logbooks, but Buyer shall have the right to make copies of same. At the time of delivery, Buyer and Seller shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the terms of acceptance and the date and time of delivery of the Vessel from the Seller to the Buyer. |
| 7. | Corporate Representations and Warranties: |
Seller represents and warrants to Buyer as follows:
Seller is a company duly organized, validly existing, and in good standing under the laws of its State of formation.
Seller is the lawful owner of the Vessel and, as of the Closing, the Vessel will be free and clear of any mortgages, liens or other encumbrances.
Seller has all corporate power and authority necessary to sell the Vessel pursuant to this Agreement.
The person executing this Agreement on behalf of Seller has been duly authorized to execute this Agreement and to consummate the transactions contemplated by this Agreement.
All company action necessary for this Agreement to constitute the valid, binding and legal obligation of Seller, enforceable in accordance with its terms, has been taken.
To Seller’s actual knowledge, there are no claims, demands, actions, suits or other proceedings against Seller or the Vessel, including any counterclaim, any arbitration proceeding, any administrative or other proceeding or investigation by or before any governmental agency, nor any order, decree or judgment, whether pending, in effect or to the best of Seller’s knowledge threatened. (collectively, the “Actions”) against or relating to the Seller or the Vessel which could give rise to an adverse claim of title or a Lien, attachment, seizure, forfeiture or other encumbrance against the Vessel which has not been bonded out or otherwise discharged.
Buyer represents and warrants Seller as follows:
Buyer has all corporate power and authority necessary to purchase the Vessel pursuant to this Agreement.
The person executing this Agreement on behalf of Buyer has been duly authorized by the Director of Buyer to execute this Agreement and to consummate the transactions contemplated by this Agreement.
All corporate action necessary for this Agreement to constitute the valid, binding and legal obligation of Buyer, enforceable in accordance with its terms, has been taken.
No funds to be paid to Seller hereunder have been derived from, or will be derived from or constitute, either directly or indirectly, the proceeds of any activity in violation of any applicable anti-corruption, anti-terrorism, anti-money laundering, sanctions or export control laws or similar laws. Buyer represents and warrants further that it will comply fully with all appropriate export control and economic sanctions laws and regulations as they apply to purchase of the Vessel, including, without limitation, compliance with (a) the Foreign Asset Control Regulations administered by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”) (31 C.F.R. Parts 500-598) that prohibit U.S. Persons from conducting business with countries, individuals or entities that appear on lists administered by OFAC without authorization from OFAC, (b) the Export Administration Regulations (the “EAR”) administered by the United States Department of Commerce (15 C.F.R. Parts 730-744) which, among other things, require license for the export of goods, technology or technical data that appear on the Commerce Control List, and (c) the U.S Antiboycott Laws (15 C.F.R. Part 760) that prohibit United States businesses from participating in any unsanctioned international boycott, meaning boycotts that are not supported by the United States government.
| 8. | Encumbrances and Claims: |
SELLER WARRANTS THAT THE VESSEL, AT THE TIME OF DELIVERY, IS FREE FROM ALL CLAIMS, CHARTERS, ENCUMBRANCES, MORTGAGES AND MARITIME LIENS OR ANY OTHER DEBTS WHATSOEVER. SELLER HEREBY UNDERTAKES TO DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER FROM AND AGAINST ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING PAYMENT OR REASONABLE ATTORNEY’S FEES AND COSTS OF LITIGATION), INCLUDING WITHOUT LIMITATION TITLE CLAIMS, LIEN CLAIMS AND CLAIMS FOR PERSONAL INJURY OR DEATH OR LOSS OF OR DAMAGE TO PROPERTY,
POLLUTION AND CONTAMINATION. AND CONSEQUENTIAL LOSS (ALL OF THE FOREGOING “CLAIMS”) THAT BUYER MAY HOWSOEVER SUFFER, SUSTAIN, PAY OR INCUR IN CONNECTION WITH SELLER’S OWNERSHIP OR OPERATION OF THE VESSEL PRIOR TO CLOSING, WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY, BREACH OF REPRESENTATION OR WARRANTY (EXPRESSED OR IMPLIED), BREACH OF DUTY (WHETHER STATUTORY, CONTRACTUAL OR OTHERWISE), REGULATORY OR STATUTORY LIABILITY OR ANY OTHER REMEDY OF LAW INCLUDING ATTRIBUTABLE TO THE NEGLIGENCE OR FAULT OF ANY DEGREE OR CHARACTER. INCLUDING SOLE. JOINT, CONCURRENT OR GROSS NEGLIGENCE OF SELLER, DEFECT OR RUIN OF PREMISES OR EQUIPMENT (WHETHER SUCH CONDITIONS, DEFECT OR RUIN BE PATENT OR LATENT), OR ANY UNSEAWORTHINESS OF THE VESSEL, AND ALL SELLER’S OBLIGATIONS CONTAINED IN THIS ARTICLE SHALL EXTEND TO THE BUYER AND SHALL INURE TO THE BENEFIT OF BUYER AND ITS AFFILIATED COMPANIES, AND THE OFFICERS, DIRECTORS, STOCKHOLDERS, PARTNERS, MANAGERS, REPRESENTATIVES, EMPLOYEES, CONSULTANTS, AGENTS. SERVANTS AND INSURERS OF EACH.
Except for the indemnity obligations herein, under no circumstances and under no theory of law, whether contract, quasi-contract, strict liability, warranty, tort (including the sole or concurrent negligence), fault, or any other theory of law or cause of action, shall Buyer or Seller have any liability to the other for (i) loss of revenue, loss of profit, loss of use of capital or production delays, delays in delivery of the Vessel, losses resulting from failure to meet other contractual commitments or deadlines, downtime of facilities, vessels or the Vessel, in each case, regardless of whether such claim, or the basis thereof, is considered as a consequential damage or not, or (ii) indirect or consequential loss or damage, however and whenever arising under this Agreement or as a result of or in connection with the Vessel, and whether based on negligence, whether sole or concurrent or active or passive, or unseaworthiness, breach of warranty, breach of contract, or otherwise. The foregoing limitation shall not apply to indemnification claims under this Agreement or claims for any gross negligence, willful concealment, or fraud.
| 9. | Sale Conditioned on Sale of L/B JILL to Buyer |
Seller’s obligation to close on the purchase and sale of the Vessel pursuant to this Agreement is conditioned on the sale of the L/B JILL to Buyer pursuant to the terms of that certain Memorandum of Agreement for the Sale and Purchase of L/B JILL dated on or near the date hereof between Falcon Global Jill LLC (“FGJ LLC”) and Buyer (the “LB JILL Agreement”). The closing on the sale of the L/B JILL under the LB JILL Agreement shall occur contemporaneously with the Closing hereunder. In the event that Buyer shall fail to pay the Deposit or the Purchase Price Balance per the terms of the LB JILL Agreement notwithstanding FGJ LLC’s performance of its obligations thereunder, Seller shall have the right to terminate this Agreement and keep the Deposit hereunder as agreed liquidated damages, as well as seek any other remedies available under the LB Jill Agreement, and neither Party shall have any further liability to the other Party hereunder.
| 10. | Taxes, etc.: |
Any taxes, fees and expenses in connection with documenting the Vessel under Buyer’s ownership shall be for Buyer’s account. Whereas similar charges in connection with terminating the Vessel’s documentation under Seller’s ownership shall be for Seller’s account. Sales tax (if any) will be for Buyer’s account. Seller represents that it is not engaged in the selling of vessels in the ordinary course of its business and has a reasonable belief that the sale of the Vessel will qualify as an “occasional sale” under the laws of the State of Louisiana. Seller shall cooperate and assist Buyer in availing itself of any sales tax exemptions available under the laws of the State of Louisiana.
| 11. | Condition of delivery: |
Subject to Section 4, the Vessel shall be delivered to Buyer in substantially the same order and condition as when inspected by DLS at the time of the Condition Survey, fair wear and tear excepted. In all other respects, the Vessel shall be delivered to and taken over by Buyer on an outright basis “AS IS, WHERE IS,” WITHOUT ANY RIGHT OF REDHIBITION, AND WITHOUT ANY REPRESENTATION, AGREEMENT OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO ITS CLASS, ITS PHYSICAL CONDITION, OUTFIT, EQUIPMENT, SPARE PARTS SEA WORTHINESS, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER. For the avoidance of doubt, the Vessel is required to enter shipyard for major repair works which affect its Class and trading status, and Seller is not required to deliver the Vessel with valid and current ABS class certificate, and Seller further disclaims any representation or warranty regarding the Vessel’s classification status.
NOTWITHSTANDING THE FOREGOING, BUYER HEREBY RELEASES AND FOREVER DISCHARGES AND, AGREES TO HOLD HARMLESS SELLER FROM AND AGAINST ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING WITHOUT LIMITATION CLAIMS FOR PERSONAL INJURY OR DEATH OR LOSS OF OR DAMAGE TO PROPERTY, POLLUTION AND CONTAMINATION, AND CONSEQUENTIAL LOSS) (ALL OF THE FOREGOING “CLAIMS’’) THAT BUYER OR SELLER MAY HOWSOEVER SUFFER, SUSTAIN, PAY OR INCUR IN CONNECTION WITH BUYER’S OWNERSHIP OR OPERATION OF THE VESSEL, REGARDLESS OF FAULT AND REGARDLESS OF WHETHER CLAIMS ARISE UNDER CONTRACT, TORT, STRICT LIABILITY, BREACH OF REPRESENTATION OR WARRANTY (EXPRESS OR IMPLI ED), BREACH OF DUTY (WHETHER STATUTORY, CONTRACTUAL OR OTHERWISE), REGULATORY OR STATUTORY LIABILITY OR ANY OTHER REMEDY OF LAW, DEFECT OR RUIN OF PREMISES OR EQUIPMENT AND BUYER SHALL INDEMNIFY, DEFEND, RELEASE AND SAVE THE SELLER COMPLETELY HARMLESS FROM ALL SUCH CLAIMS (INCLUDING PAYMENT OR REASONABLE ATTORNEY’S FEES AND COSTS OF LITIGATION). BUYER’S OBLIGATIONS CONTAINED IN THIS ARTICLE 11 SHALL EXTEND TO THE SELLER AND SHALL INURE TO THE BENEFIT OF SELLER AND ITS AFFILIATED COMPANIES. AND THE OFFICERS, DIRECTORS, STOCKHOLDERS, PARTNERS, MANAGERS, REPRESENTATIVES. EMPLOYEES, CONSULTANTS, AGENTS. SERVANTS AND INSURERS OF EACH.
| 12. | Name/markings: |
Within a reasonable time after delivery, Buyer shall remove all the Vessel markings representing seller.
| 13. | Default and Termination: |
| a) | Should Buyer fail (i) to pay the Deposit within (10) ten days from the date of this Agreement or (ii) to close and at Closing pay for the Vessel in accordance with Clause 2 (for lack of financing or otherwise) and Seller is not in default of its obligations assumed under this Agreement, Seller may, to the extent paid, retain the Deposit in full as the sole property of Seller and terminate this Agreement as Seller’s sole remedy and neither Party shall have any further liability to the other Party in any respect. |
| b) | Subject to the terms of Section 4 above, should Seller be unable to complete a valid sale and transfer within the time set forth herein for the Closing, Buyer may, to the extent paid, receive a refund of the Deposit and cancel this Agreement as Buyer’s sole remedies. |
| c) | Except for termination by Buyer under Section 4(c) following the actual or constructive total loss of the Vessel before delivery, any termination by Buyer of this Agreement shall serve as cross-termination of the LB JILL Agreement, entitling Buyer to a refund of the deposit thereunder as Buyer’s sole remedy with no further liability of either party under the LB JILL Agreement. |
| 14. | Risk of Loss: |
Risk of loss remains with the Seller until Delivery, at which time risk or loss passes to the Buyer. In the event of an actual or constructive total loss of any or all of the Vessel prior to delivery under this Agreement, either Party may elect to cancel this Agreement, subject to Section 4(c) above.
| 15. | Applicable Law: |
This Agreement will be governed by the general maritime laws of the United States and any applicable provisions of the United States Code, and, to the extent necessary, the laws of the State of Louisiana shall apply, without regard to its conflict of laws rules or principles. Any dispute between the Parties shall first be referred to non-binding mediation in New Orleans, Louisiana, United States of America, with use of a mediator acceptable to the Parties. If the Parties are unable to select a mediator or are not successful at mediating the dispute, then venue will lie in the United States District Court for Louisiana, New Orleans Division.
| 16. | Assignment: |
Neither this Agreement nor any right hereunder may be transferred, assigned, pledged or hypothecated by either Party hereto without the prior written consent of the other Party, provided that, upon written notice to Buyer, Seller may assign any of its rights or obligations under this Agreement to any affiliate of Seller in connection with the transfer of the ownership of the Vessel to such affiliate; provided, however, in the event of such assignment Seller shall remain responsible for its obligations assumed pursuant to this Agreement as if no such assignment had occurred.
| 17. | Counterparts: |
This Agreement may be executed and delivered by each Party in separate counterparts (including execution and delivery by facsimile transmission), each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement, notwithstanding that all Parties have not signed the same counterpart.
| 18. | Brokers: |
Each Party shall be solely responsible for all fees and other compensation and/or expenses payable to any brokers engaged by such Party in connection with the sale and purchase of the Vessel.
| 19. | Confidentiality: |
This Agreement shall be treated in a confidential fashion by the Parties. The Parties hereto shall undertake to maintain the identity of the Buyer and Seller, the Vessel involved, the existence and terms of this Agreement, and the Purchase Price in a confidential manner and shall not disclose same in the absence of the other Party’s express written consent except as may be necessary to close the sale, comply with applicable law, statute, regulation, legal process, or rules of any applicable stock exchange.
| 20. | Notices: |
Any notices required under or pursuant to this Agreement shall be sent in writing to the Party hereto to the address listed in the recitals above or to any other such address as a Party may request in writing from time to time.
| 21. | Survival: |
It is agreed and understood by the Parties that Paragraphs 7, 8, 10 and 11 survive Closing.
| 22. | Miscellaneous: |
This Agreement may be amended or modified in whole or in part only by an agreement in writing executed by the Parties and making specific reference therein that it is intended to modify or amend this Agreement.
The failure of either Party to enforce any provision of this Agreement shall in no manner affect the right of such Party to enforce the same at a later time, and the waiver by either Party of any breach of any provision in this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or a waiver by such Party of any breach of any other provision.
The section headings of this Agreement are inserted for convenience only and do not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.
Seller and Buyer shall execute and deliver to the other such other and further documents and Instruments as each may require to more fully effectuate the terms and conditions of this Agreement and the sale and purchase of the Vessel.
In the event that any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement and any other application thereof shall not in any way be affected or impaired thereby.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of the date first written above.
| SELLER: | BUYER: | |||||||
| FALCON GLOBAL ROBERT LLC | JAD CONSTRUCTION LIMITED | |||||||
| By: | /s/ Jesús Llorca | By: | /s/ Engr Rida Jaffal | |||||
| Name: | Jesús Llorca | Name: | Engr Rida Jaffal | |||||
| Title: | Authorized Representative | Title: | Chief Executive Officer | |||||
[SIGNATURE PAGE TO THE MEMORANDUM OF AGREEMENT FOR SALE AND PURCHASE OF VESSEL- LB ROBERT]
[EXHIBIT A: LIST OF PARTS, EQUIPMENT AND MATERIALS]
Legs
Three (3) legs fabricated by Alabama Roll Products, inclusive of rack, as-is-where-is;
| Section |
A-Leg |
B-Leg |
C-Leg |
Location | ||||
| 1 | 646.375 | 646.5 | 647.813 | Bollinger Mississippi Repair Yard | ||||
| 2 | 720.313 | 719.914 | 718.875 | Bollinger Mississippi Repair Yard | ||||
| 3 | 719.25 | 719.125 | 718.875 | Bollinger Mississippi Repair Yard | ||||
| 4 | 720 | 720.75 | 719.75 | Bollinger Mississippi Repair Yard | ||||
| 5 | 719.25 | 718.625 | 718.5 | Bollinger Mississippi Repair Yard | ||||
| 6 | 399.438 | 399.375 | 399.375 | Alabama Roll Products Yard | ||||
Summary of amount to be invoiced by Bollinger Mississippi Repair Yard (BMR) for leg fabrication: 1 x 10% milestone $1,432,383.70 (going through approval with Seller, surveyor, and underwriters), 1 x 10% milestone $1,432,383.70 (expected to be invoiced imminently) and 1 x 5% milestone $716,191.85 totaling $3,580,959.25. Seller agrees to facilitate a meeting between Buyer and BMR as soon as possible after the signing this Agreement and Seller’s receipt of the Deposit from Buyer in accordance with the Agreement
Crane
One (1) refurbished 7000L crane, as-is-where-is;
| - | Refurbishment includes new and reused components (full list as per Oil States Skagit SMATCO, LLC Proposal 21-0087 Rev. 5, dated July 23, 2021); |
All crane components are located at Oil States Skagit Smatco (OEM) yard in Houma, Louisiana
The cost of the Factory Acceptance Test plan is included in the Purchase Price although it may not occur before Closing. Seller agrees to facilitate meeting between Buyer and Oil States as soon as possible upon the signing of this Agreement and Seller’s receipt of the Deposit from Buyer in accordance with this Agreement.
[EXHIBIT B: SPREADSHEET OF SPARES FOR LB ROBERT AND LB JILL]
| Pallet |
Shelf |
Description |
Quantity |
Manufacturer |
Model# |
Serial# |
Vessel/ |
Note | ||||||||
| Christie | Spool of ROV Cable | 1 | 335 Class | |||||||||||||
| Christie | ROV Setup | 2 | Robert/Jill | |||||||||||||
| Christie | Bin of ROV Covers | 1 | 335 Class | |||||||||||||
| Christie | ROV HPU Control Panel | 1 | 335 Class | |||||||||||||
| Climate Control | G2 | Siemens 002031330218199 (Bad) | 1 | L/B Robert | ||||||||||||
| Climate Control | C3 | Bearing | 10 | TImken | 416951 | L/B Robert | ||||||||||
| Climate Control | C3 | Bearing | 10 | FAG | 2303-EIA-XL-M C3 | L/B Robert | ||||||||||
| Climate Control | B7 | Covervolt Main Alarm (Bad) | 1 | Robert | ||||||||||||
| Climate Control | B3 | Ship Services Generator Radiator VFD | 1 | L/B Robert | ||||||||||||
| Climate Control | B2 | Port Main Thruster VFD | 1 | D1G133-AB39-22 | LB Robert/Jill | |||||||||||
| Climate Control | B1 | 340BT Reel | 1 | Cranesmart | CS.10255.C | L/B Robert | ||||||||||
| Climate Control | J5 | 1/16 Roll of Gasket Material | 1 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | 1/8 Roll of Gasket Material | 4 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | 5/16 x 1-1/4 Bolts | 608 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | 5/16 x 2 Bolts | 304 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | Brass Locknuts | 912 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | Flat Washers | 912 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | 5/16 x 1-1/2 Bolts | 50 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | 1/2 x 1-1/4 Bolts | 120 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | 1/2 Locknuts | 120 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | 1/2 Lock Washers | 120 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | 5/8 x 1-1/4 Bolts | 24 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | 5/8 Locknuts | 24 | LB Robert/Jill | ||||||||||||
| Climate Control | J5 | 5/8 Washers | 24 | LB Robert/Jill | ||||||||||||
| Climate Control | B6 | Breaker | 1 | L/B Jill | ||||||||||||
| Climate Control | B3 | Fire Detection System Control Panel | 1 | Consilium | L/B Jill | |||||||||||
| Climate Control | G2 | Voyage Data Unit | 1 | L/B Jill | ||||||||||||
| Climate Control | G2 | Junction Box | 1 | L/B Jill | ||||||||||||
| Climate Control | G2 | Data Recording Unit | 1 | L/B Jill | ||||||||||||
| Warehouse | E3 | Dishwasher | 1 | L/B Jill | ||||||||||||
| Warehouse | A7 | AC Unit: 460V, 3 Phase | 2 | Intertek | 4SCU13L136F-1 | 1618M04729 | L/B Jill | |||||||||
| Warehouse | A14 | Large Nylon Slings | 1 Pallet | L/B Jill | ||||||||||||
| Warehouse | D59 | Electric Motor: 3hp, 60hz, 480v, 3.85a, 1755rpm, 182TC Frame | 1 | eco/ | WestinghousHH8B | (Cat: HB0034C) | L/B Jill | |||||||||
| Warehouse | A41 | Power-Flo Pump | 3 | Power-Flo | PFP03LA8D | L/B Jill | ||||||||||
| Warehouse | D70 | 1.5 Bar Precharge Tank | 1 | Pentair Shurflo | L/B Jill | |||||||||||
| Warehouse | D89 | Socket D-Ring | 17 | Peck&Hale | LB Jill/Robert | |||||||||||
| Warehouse | D62 | Electric Motor: 5hp, 230/460V, 6013 F3 J Box | 1 | Parker | 1567304112 | L/B Jill | ||||||||||
| Warehouse | D74 | Grundfos Water Pump | 1 | Grundfos | E 10-4 A-GJ-A-E-HQQE | LB Robert/Jill | ||||||||||
| Warehouse | D90 | Grundfos Pump | 2 | Grundfos | 10-04 PN-GJ-A-E-HQQE | LB Robert/Jill | ||||||||||
| Warehouse | D53 | Winch Motor | 1 | Braden | L/B Jill | |||||||||||
| Warehouse | A42 | Bitzer Air Compressor | 1 | Bitzer | Jill/Robert | |||||||||||
| Warehouse | A1 | Barmesa Pump | 1 | Barmesa | BSP90MU | L/B Jill | ||||||||||
| Warehouse | B40 | Electric Motor: 30hp, 3ph, 400v, 43a, 1470rpm, 286T Frame | 1 | Baldor | Z706G1 | (CAT: EM4104T-58) | L/B Jill | |||||||||
| Warehouse | E1 | Pressure Reducing Valve for Water Maker | 2 | Apollo | L/B Jill | |||||||||||
| Warehouse | B16 | (Asset 96915) 7000L 2-Part Aux Block (Single Sheave -1in) | 1 | Robert/Jill | ||||||||||||
| Warehouse | B16 | (Asset 96915) 7000L 2-Part Aux Block (Single Sheave -1in) | 1 | Robert/Jill | ||||||||||||
| Warehouse | Floor | Z-Drive Upper Unit | 1 | LB Robert/Jill | ||||||||||||
| Warehouse | Floor | Z-Drive Lower Unit (Asset# 96981) w/Spare Prop (Asset# 96959) | 1 | LB Robert/Jill | ||||||||||||
| Warehouse | D77 | Windows | 4 | LB Robert/Jill | ||||||||||||
| Warehouse | Z11 | Galley Seats | 9 | Robert/Jill | ||||||||||||
| Warehouse | D73 | 7000L Filter Pump | 1 | Robert/Jill | ||||||||||||
| Warehouse | A32 | Box of GR8 1 1/8-7x8-1/2 Bolts w/Nuts & Washers | 1 | L/B Jill | ||||||||||||
| Warehouse | A43 | Power-Flo Pump | 1 | L/B Jill | ||||||||||||
| Warehouse | B26 | 7000L Swing Motor | 1 | L/B Jill | ||||||||||||
| Warehouse | D75 | Welding Box w/Welding Supplies | 1 | L/B Jill | ||||||||||||
| Warehouse | B23 | 7000L Cylinder | 1 | Robert/Jill | ||||||||||||
| Warehouse | D96 | Str Cool X Heat Pump (208/230V) | 1 | WCP18D300AA0B0A1-16-F-9801-21 | L/B Robert/Jill | |||||||||||
| Warehouse | D96 | Str Cool X Heat Pump (208/230V) | 1 | WCP30D500AA0B0A1-16-F-9802-21 | L/B Robert/Jill | |||||||||||
| Warehouse | D96 | Str Cool X Heat Pump (208/230V) | 1 | WCP12D300AA0B0A1-16-F-9803-21 | L/B Robert/Jill | |||||||||||
| Warehouse | D91 | Dishwasher Parts | 1 | Jill | ||||||||||||
| Warehouse | D69 | (Asset 96910) Crate of 7000L Boom Connection Bolts | 1 | L/B Jill | ||||||||||||
| Warehouse | D69 | Compressor Wheel | 2 | 5V2364 | L/B Jill | |||||||||||
| Warehouse | D70 | Water Fountain | 1 | L/B Jill | ||||||||||||
| Warehouse | D70 | Bottle Filling Station | 1 | L/B Jill | ||||||||||||
| Warehouse | D70 | RO Unit | 1 | L/B Jill | ||||||||||||
| Warehouse | D62 | Rolling Torch Set | 1 | L/B Jill | ||||||||||||
| Warehouse | D62 | Semi-Circle Grating | 2 | L/B Jill | ||||||||||||
| Warehouse | D62 | Box Cooler | 1 | L/B Jill | ||||||||||||
| Warehouse | A41 | Rubber Bumpers | 8 | L/B Jill | ||||||||||||
| Warehouse | D60 | Misc Crane Parts for Jill | 1 | Jill | ||||||||||||
| Warehouse | B13 | Crane Camera-CT10 | L/B Jill | |||||||||||||
| Warehouse | D56 | Viking Liferaft Cradle | 4 | L/B Jill | ||||||||||||
| Warehouse | D54 | Weld Braces for TLQ Beams | 16 | L/B Jill | ||||||||||||
| Warehouse | B35 | Generator Coupling | 1 | LB Robert/LB Jill | ||||||||||||
| Warehouse | B37 | Electric Motor: .33 HP 230V/460V 60Hz 3 Phase Frame 56 | 1 | B7894668 | L/B Jill | |||||||||||
| Warehouse | Floor | 1” 35X7 2160G Galv Wire Rope (Spool) | 1 | L/B Jill | ||||||||||||
| Warehouse | Floor | 7000L Electric Swivel | 1 | LB Jill/Robert | ||||||||||||
| Warehouse | Floor | 250ft, 4in Sub Pump Hose | 1 | LB Robert/Jill | ||||||||||||
| Warehouse | A41 | Pump GP WTR | 1 | CAT | 10R-1669 | Robert/Jill | ||||||||||
| Warehouse | B7 | Permco Pump | 1 | Permco | 25274 | LH53240BS | Robert | |||||||||
| Warehouse | B7 | Permco Pump | 1 | Permco | 25274 | GH200925C | Robert | |||||||||
| Warehouse | B7 | Permco Pump | 1 | Permco | 25274 | Robert | ||||||||||
[EXHIBIT B: SPREADSHEET OF SPARES FOR LB ROBERT AND LB JILL]
| Warehouse | A40 | Swing Motor | 1 | Parker | 3169710134 | Y1013-06931 | Robert | |||||||||
| Warehouse | B7 | 340 Swing Motor | 1 | Parker | F0130MS010AAA18111AB1171 | Robert | ||||||||||
| Warehouse | D84 | 500 Coupling w/ Urethane Insert | 2 | Magnaloy | Robert | |||||||||||
| Warehouse | D84 | Coupling | 1 | Magnaloy | 600 2-3/8X5/8 | N48124-002 | Robert | |||||||||
| Warehouse | A47 | Sub Pump Hose Reel Control Valve | 1 | Hydraforce | Robert | |||||||||||
| Warehouse | D91 | Split A/C Unit: Indoor Unit | 1 | Enviro Air | K1HA9000A00 | Robert | ||||||||||
| Warehouse | D91 | Split A/C Unit: Outdoor Unit | 1 | Enviro Air | KWHA09A | Robert | ||||||||||
| Warehouse | Floor | Spool 7000L Electric Cable | 1 | LB Robert | ||||||||||||
| Warehouse | Floor | 7000L HYD Hose | 1 | LB Robert | ||||||||||||
| Warehouse | Floor | Spool of Wire Cable , 7000L | 1 | LB Robert | ||||||||||||
| Warehouse | A50 | Type 1 Lifejacket (USCG) | 38 | Robert | ||||||||||||
| Warehouse | D78 | Crane/Window | 1 | Robert | ||||||||||||
| Warehouse | A50 | Type 1 Lifejacket (USCG) | 40 | Robert | ||||||||||||
| Warehouse | A40 | 1 1/8” Sheave | 1 | Robert | ||||||||||||
| Warehouse | A40 | 7000L Aux Single Gear Motor | 1 | Robert | ||||||||||||
| Warehouse | A40 | 7000L Servo Pump | 1 | Robert | ||||||||||||
| Warehouse | A40 | Anti-Two Block Assy | 1 | Robert | ||||||||||||
| Warehouse | A40 | (Asset 96963) Left Hand Brake Assy (Boom/Main) | 1 | Robert | ||||||||||||
| Warehouse | A40 | (Asset 96965) Left Hand Brake Assy (Boom/Main) | 1 | Robert | ||||||||||||
| Warehouse | A40 | (Asset 96964) Right Hand Brake Assy (Boom/Main) | 1 | Robert | ||||||||||||
| Warehouse | A40 | (Asset 96966) Right Hand Brake Assy (Boom/Main) | 1 | Robert | ||||||||||||
| Warehouse | A40 | (Asset 96966) Right Hand Brake Assy (Boom/Main) | 1 | Robert | ||||||||||||
| Warehouse | A40 | Swing Pump | 1 | TTES-062-3L00-A10 | 1458240-A | Robert | ||||||||||
| Warehouse | A40 | Yellow Pump Assy, 3-Bank, 340 Crane | 1 | Robert | ||||||||||||
| Warehouse | A40 | Yellow Pump Assy, 4 Bank, 340 Crane | 1 | Robert | ||||||||||||
| Warehouse | A30 | Water Maker Membrame Housing | 3 | Robert | ||||||||||||
| Warehouse | B54 | (Asset 96933) Swing Gear Boxes, 7000L, 70:1 Ratio | 2 | Robert | ||||||||||||
| Warehouse | B7 | Boom/Main Motor (not sure if rebuilt) | 1 | Robert | ||||||||||||
| Warehouse | B7 | Right Hand Boom/Main Motor | 1 | Robert | ||||||||||||
| Warehouse | D84 | Generator Radiator Cooling Fan VFD | 1 | Robert | ||||||||||||
| Warehouse | D84 | Seal Kit | 1 | N49016-015 | Robert | |||||||||||
| Warehouse | D84 | Water Mist Sensor | 1 | Robert | ||||||||||||
| Warehouse | B25 | Broken Ice Maker | 1 | L/B Robert | ||||||||||||
| Warehouse | Floor | Check Valve (8” Hole, 13.5” Flange) | 3 | L/B Robert | ||||||||||||
| Warehouse | D89 | 1 1/3-1 7/8 Cable Guide | 1 | Robert | ||||||||||||
| Warehouse | D91 | Misc Crane Parts | 1 | Robert | ||||||||||||
| Warehouse | D79 | Marlow 3X3 M3P3 ML Frame Mount Pump, 8.06 Imp | 1 | L/B Robert | ||||||||||||
| Warehouse | D76 | Tie Down Net | 1 | L/B Robert | ||||||||||||
| Warehouse | B60 | 1% Fire Retardent Foam | 2 | Robert | ||||||||||||
| Warehouse | B60 | 3% Fire Retardent Foam | 2 | Robert | ||||||||||||
| Warehouse | B60 | No Landing Zone Items | 1 | Robert | ||||||||||||
| Warehouse | D54 | Check Valve | 2 | L/B Robert | ||||||||||||
| Warehouse | A41 | Grundfos Single Phase Bronze Pump: 115V | 1 | Grundfos | UBB40-8012B | 335 Class | ||||||||||
| Warehouse | B14 | P12 Pump | 1 | Denison | 335 Class | |||||||||||
| Warehouse | D4 | Roll of Shore Power Cable | 1 | 335 Class | ||||||||||||
| Warehouse | D55 | Roll of Sub Pump Cable | 2 | 335 Class | ||||||||||||
| Warehouse | D86 | 7000L Crane Boom Light | 1 | 335 Class | ||||||||||||
| Warehouse | D86 | Jackhouse Outside Unit Fan Blade | 1 | 335 Class | ||||||||||||
| Warehouse | B12 | Winch motor for 7000L (PD12) | 1 | 335 Class | ||||||||||||
| Warehouse | D84 | Sonar Head | 1 | 335 Class | ||||||||||||
| Warehouse | B5 | Hydraulic Hoses for Deck Jacking System | 1 Box | 335 Class | ||||||||||||
| Warehouse | D85 | Heat Exchanger | 1 | 335 Class | ||||||||||||
| Yard | Spool of ROV Cable | 2 | Robert/Jill | |||||||||||||
| Yard | Pallet of Chain | 1 | L/B Jill | |||||||||||||
| Yard | 3%x3% Foam Concentrate | 27 | Anuslite | L/B Robert | Back Porch | |||||||||||
| Southwest Wire Rope | (Asset 96957) Main Cable for 7000L 46mm | 1 | Robert/Jill | |||||||||||||
| Oil States | Main Cable for 7000L | 1 | Robert/Jill | |||||||||||||
| Robert | Multi Purpose Power Unit | 1 | Hydraquip | Robert | ||||||||||||
| Southwest Wire Rope | (Asset 96954) Redaelli 44mm Pack 9Px2700’ (823MTRS) | 1 | Redaelli | WC-50208190-1 | Robert/Jill | |||||||||||
| REMOVED CHECK | ||||||||||||||||
| WEIGHTS AND NEED TO | ||||||||||||||||
| Oil States (Crane Assembly) | 7000L MAIN LOAD BLOCK | 1 | N46831-278 | ROBERT/ JILL | REINSTALL | |||||||||||
| PISTON MOTOR BOOM/ MAIN 7000L | 2 | ROBERT/ JILL | 1 OUT FOR REPAIR | |||||||||||||
| Oil States (WHSE 1) | 7000 BOOM/ MAIN HOIST BRAKES | 1 | ROBERT/ JILL | NEEDS TO BE REPLACED | ||||||||||||
| Oil States (STEEL YARD) | (Asset 96975) CORD MATERIAL 10’4” | 4 | ROBERT/ JILL | |||||||||||||
| Oil States (STEEL YARD) | (Asset 96975) CORD MATERIAL | 483” | ROBERT/ JILL | |||||||||||||
| Oil States (STEEL YARD) | (Asset 96975) CORD MATERIAL | 201” | ROBERT/ JILL | |||||||||||||
| Oil States (STEEL YARD) | LACING MATERIAL 12’ | 3 | ROBERT/ JILL | |||||||||||||
| Oil States (STEEL YARD) | LACING MATERIAL 26’ | 1 | ROBERT/ JILL | |||||||||||||
| Oil States (STEEL YARD) | LACING MATERIAL 40’ | 8 | ROBERT/ JILL | |||||||||||||
| Oil States (WHSE 1) | (Asset 96918) 400B WHEEL DRIVES 340 BT Main Hoist | 1 | ROBERT/JILL | |||||||||||||
| Oil States | (Asset 96978) 7000L MAIN LOAD BLOCK | 1 | N46831-278 | L/B Jill/Robert | ||||||||||||
| Oil States | (Asset 96968, 96967) 340BT Crane Cylinders | 2 | L/B Jill/Robert | |||||||||||||
| Oil States | (Asset 96914) PD12 Winch | 1 | PD12C-29064-04-1 | 9100686 | L/B Robert | |||||||||||
| Bollinger Pascagoula | 20 foot Leg Section | 1 | LB Jill/Robert | |||||||||||||
| Radiator Services | Radiator Cores (Asset# 104872-104879) |
8 | Jill/Robert | |||||||||||||
| Radiator Services | After Cooler Radiator Core (Asset# 200036) |
4 | Jill/Robert | |||||||||||||
| Radiator Services | Water Jacket Radiator Core (Asset# 96927) |
4 | Jill/Robert | |||||||||||||
| Bollinger Fourchon | Multi Purpose Power Unit | 1 | Hydraquip | Jill | ||||||||||||
| Oil States (STEEL YARD) | BOOM ROPE | 2700’ | N00072-004 | JILL | FOR 200’ BOOM | |||||||||||
| Oil States (STEEL YARD) | AUX ROPE | 2250’ | N00140-016 | JILL | FOR 200’ BOOM | |||||||||||
| Oil States | Swing Motor | 2 | L/B Jill | Refurb | ||||||||||||
[EXHIBIT B: SPREADSHEET OF SPARES FOR LB ROBERT AND LB JILL]
| Oil States | PD12 Winch | 1 | L/B Jill | |||||||||||||
| Bollinger Amelia | 40ft Mid Section 7000L (Asset# 96972) | 1 | L/B Jill | |||||||||||||
| Bollinger Amelia | 20ft Mid Section for 7000L (Asset# 96973) | 1 | L/B Jill | |||||||||||||
| Bollinger Amelia | 50ft Mid Section for 7000L | 1 | L/B Jill | |||||||||||||
| Warehouse | Floor | Transformer from Kongsberg | 1 | Robert |
Exhibit 99.1
|
PRESS RELEASE |
SEACOR MARINE ANNOUNCES STRATEGIC SALE OF VESSELS
Houston, Texas
August 7, 2025
FOR IMMEDIATE RELEASE - SEACOR Marine Holdings Inc. (NYSE: SMHI) (the “Company” or “SEACOR Marine”), a leading provider of marine and support transportation services to offshore energy facilities worldwide, today announced that it has entered into definitive agreements for the sale of two 335 foot class liftboats to JAD Construction Limited for total gross proceeds of $76.0 million in cash and an estimated gain of $30.5 million. The net proceeds from the sales of these vessels are unencumbered and the transaction is expected to close during the third quarter of 2025, subject to customary closing conditions and regulatory approvals.
Chief Executive Officer John Gellert commented:
“This transaction continues our strategic shift away from high volatility markets at a sales price that reflects the deep value of our fleet. The sale proceeds provide us with multiple options to redeploy capital into more attractive assets and explore opportunities for consolidation with an improved cost structure and a strengthened balance sheet.
These sales allow the Company to reduce its exposure to offshore wind and decommissioning markets that have experienced prolonged periods of softer demand due to deferrals and cancellations, which will help drive an improvement in our overall fleet utilization. Our actions today will also remove the anticipated cost and downtime associated with lengthy repairs on one of the vessels which were scheduled to commence in October 2025, significantly improving the Company’s liquidity profile.
I am excited about SEACOR Marine’s positioning after this sale. We have one of the youngest and highest specification fleets in the industry, with a presence in some of the most dynamic offshore markets in the world, and the opportunity to participate in the industry upcycle.”
* * * * *
SEACOR Marine provides global marine and support transportation services to offshore energy facilities worldwide. SEACOR Marine operates and manages a diverse fleet of offshore support vessels that deliver cargo and personnel to offshore installations, including offshore wind farms; assist offshore operations for production and storage facilities; provide construction, well work-over, offshore wind farm installation and decommissioning support; and carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair. Additionally, SEACOR Marine’s vessels provide emergency response services and accommodations for technicians and specialists.
Certain statements discussed in this release 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. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by the management of the Company. 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, many of which are beyond the Company’s control and are described in the Company’s filings with the SEC. It should be understood that it is not possible to predict or identify all such factors. Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. 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.
Please visit SEACOR Marine’s website at www.seacormarine.com for additional information.
For all other requests, contact InvestorRelations@seacormarine.com