SEACOR Holdings Inc. and Era Group Inc. (“Era Group”) today announced the timing and details regarding the spin-off of Era Group from SEACOR.
The SEACOR board of directors has declared a pro rata dividend of the shares of Era Group common stock owned by SEACOR that will result in the complete legal and structural separation of the two companies.
On the distribution date of January 31, 2013, SEACOR stockholders of record as of 5 p.m. EST on January 24, 2013, the record date for the distribution, will receive one share of Era Group common stock for every share of SEACOR common stock they hold.
No action or payment is required by SEACOR stockholders to receive the shares of Era Group common stock. Stockholders who hold SEACOR common stock on the record date will receive a book-entry account statement reflecting their ownership of Era Group common stock or their brokerage account will be credited with the Era Group shares. An Information Statement containing details regarding the distribution of the Era Group common stock and Era Group’s business and management following the spin-off will be mailed to SEACOR stockholders prior to the distribution date.
The Era Group spin-off has been structured to qualify as a tax-free dividend to SEACOR stockholders for U.S. federal income tax purposes. SEACOR stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state, local and foreign tax consequences of the Era Group spin-off.
SEACOR common stock shares will continue to trade “regular way” on the NYSE under the symbol CKH through and after the January 31, 2013 distribution date. Any holders of SEACOR common stock who sell their shares “regular way” on or before January 31, 2013, will also be selling their right to receive shares of Era Group common stock. It is anticipated that SEACOR common stock will also trade ex-distribution (that is, without the right to receive shares of Era Group common stock) on or about January 22, 2013, and continue through the distribution date, under the symbol “CKH WI”. Investors are encouraged to consult with their financial advisers regarding the specific implications of buying or selling Era Group or SEACOR common stock on or before the distribution date.
Era Group common stock will begin trading on a “when-issued” basis on the NYSE under the symbol “ERA WI” beginning on January 22, 2013. On February 1, 2013, when-issued trading of Era Group common stock will end and “regular-way” trading under the symbol “ERA” will begin. The CUSIP number for the Era Group common stock will be 26885G 109 when regular way trading begins.
The completion of the spin-off is subject to the satisfaction or waiver of a number of conditions, including the Registration Statement on Form 10 for the Era Group common stock being declared effective by the Securities and Exchange Commission (“SEC”), the Era Group common stock being authorized for listing on the NYSE and certain other conditions described in the Information Statement included in the Form 10 and in the agreements filed as exhibits to the Form 10. The condition relating to the authorization of the Era Group common stock for listing on the NYSE has been satisfied, and today Era Group sent a letter to the SEC requesting that the Form 10 be declared effective. SEACOR and Era Group expect all other conditions to the Era Group spin-off to be satisfied on or before the distribution date.
SEACOR is a global provider of equipment and services primarily supporting the offshore oil and gas and marine transportation industries. SEACOR offers customers a diversified suite of services including offshore marine, aviation, inland river, marine transportation, crisis and emergency management preparedness and response solutions, commodity trading and logistics and offshore and harbor towing. SEACOR is focused on providing highly responsive local service combined with the highest safety standards, innovative technology, modern, efficient equipment and dedicated professional employees.
About Era Group
Era Group is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S. In addition to servicing its U.S. customers, Era Group also provides helicopters and related services to third-party helicopter operators in other countries, including Brazil, Canada, Denmark, India, Indonesia, Mexico, Norway, Spain, Sweden and the United Kingdom. Era Group’s helicopters are primarily used to transport personnel to, from and between offshore installations, drilling rigs and platforms.
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