FORT LAUDERDALE, FL — (Marketwired) — 05/10/17 — SEACOR Holdings Inc. (NYSE: CKH) (“SEACOR”) and SEACOR Marine Holdings Inc. (“SEACOR Marine”) today announced the timing and details regarding the spin-off of SEACOR Marine from SEACOR.
The SEACOR board of directors has declared a pro rata dividend of the shares of SEACOR Marine common stock owned by SEACOR that will result in the complete legal and structural separation of the two companies.
On the distribution date of June 1, 2017, SEACOR will distribute to its stockholders of record as of 5:00 p.m., New York City time, on May 22, 2017, the record date for the distribution, for every share of SEACOR common stock held, one share of SEACOR Marine common stock multiplied by a fraction, the numerator of which is 17,671,356 and the denominator of which is the number of shares of SEACOR common stock outstanding at the time of the spin-off; or approximately 1.007 shares of SEACOR Marine common stock per share of SEACOR common stock, based on the number of shares of SEACOR common stock outstanding today.
No action or payment is required by SEACOR stockholders to receive the shares of SEACOR Marine common stock. Stockholders who hold SEACOR common stock on the record date will receive a book-entry account statement reflecting their ownership of SEACOR Marine common stock or their brokerage account will be credited with the SEACOR Marine shares. An Information Statement containing details regarding the distribution of the SEACOR Marine common stock and SEACOR Marine’s business and management following the spin-off will be mailed to SEACOR stockholders prior to the distribution date.
The SEACOR Marine 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 SEACOR Marine spin-off.
SEACOR common stock shares will continue to trade “regular-way” on the NYSE under the symbol CKH through and after the June 1, 2017 distribution date. Any holders of SEACOR common stock who sell their shares “regular-way” on or before June 1, 2017 will also be selling their right to receive shares of SEACOR Marine common stock. It is anticipated that SEACOR common stock will also trade ex-distribution (that is, without the right to receive shares of SEACOR Marine common stock) on or about May 18, 2017, 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 SEACOR Marine or SEACOR common stock on or before the distribution date.
SEACOR Marine common stock will begin trading on a “when-issued” basis on the NYSE under the symbol “SMHI WI” beginning on May 18, 2017. On June 2, 2017, “when-issued” trading of SEACOR Marine common stock will end and “regular-way” trading under the symbol “SMHI” will begin. The CUSIP number for the SEACOR Marine common stock will be 78413P 101 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 SEACOR Marine common stock being declared effective by the Securities and Exchange Commission (“SEC”), the SEACOR Marine 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 SEACOR Marine common stock for listing on the NYSE has been satisfied and, yesterday, SEACOR Marine sent a letter to the SEC requesting that the Form 10 be declared effective. SEACOR and SEACOR Marine expect all other conditions to the SEACOR Marine 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 SEACOR Marine
SEACOR Marine is among the leading providers of global marine and support transportation services to offshore oil and gas exploration, development and production facilities worldwide. SEACOR Marine currently operates a diverse fleet of offshore support and specialty vessels that deliver cargo and personnel to offshore installations; handle anchors and mooring equipment required to tether rigs to the seabed; tow rigs and assist in placing them on location and moving them between regions; and carry and launch equipment used underwater in drilling and well installation, maintenance and repair. Additionally, SEACOR Marine’s vessels provide accommodations for technicians and specialists, and provide safety support and emergency response services.