SEACOR Holdings
Inc. CKH ("SEACOR") 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.
Market News and Data brought to you by Benzinga APIs© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Comments
Loading...
Benzinga simplifies the market for smarter investing
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.
Join Now: Free!
Already a member?Sign in