SEACOR Holdings Inc. and Era Group Inc. 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 Jan. 31, 2013, SEACOR stockholders of record as of 5 p.m. EST on Jan. 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 Jan. 31, 2013 distribution date. Any holders of SEACOR common stock who sell their shares “regular way” on or before Jan. 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 Jan. 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 Jan. 22, 2013. On Feb. 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.
