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| CKH > SEC Filings for CKH > Form 8-K on 1-Feb-2013 | All Recent SEC Filings |
1-Feb-2013
Entry into a Material Definitive Agreement, Completion of Acquisition o
On January 31, 2013 (the "Distribution Date"), SEACOR Holdings Inc. (the "Company" or "SEACOR") completed the previously announced distribution of all of the outstanding shares of common stock of its wholly-owned subsidiary, Era Group Inc. ("Era Group"), to the Company's shareholders of record as of 5:00 p.m. EDT on January 24, 2013 (the "Spin-Off"). In connection with the Spin-Off, the Company entered into the following agreements with Era Group on the Distribution Date: (i) Distribution Agreement, (ii) Amended and Restated Transition Services Agreement, (iii) Tax Matters Agreement and (iv) Employee Matters Agreement.
Distribution Agreement
The Distribution Agreement sets forth the agreements between Era Group and
SEACOR regarding the principal transactions necessary to separate Era Group from
SEACOR. It also sets forth other agreements that govern certain aspects of Era
Group's relationship with SEACOR after the completion of the separation.
Removal of Guarantees and Releases from Liabilities. The Distribution Agreement
provides for removal of guarantees that are necessary in advance of the
separation of Era Group from SEACOR. Each of Era Group and SEACOR generally is
required to use commercially reasonable efforts to obtain such removal of
guarantees, if any. The Distribution Agreement also provides for the settlement
or extinguishment of certain liabilities and other obligations between Era Group
and SEACOR, if any.
Release of Claims. Era Group agreed to broad releases pursuant to which it
released SEACOR and its affiliates, successors and assigns from, and will
indemnify and hold harmless all such persons against and from, any claims
against any of them that arise out of or relate to the management of Era Group's
business and affairs on or prior to the Distribution Date.
Indemnification. Era Group and SEACOR agreed to indemnify each other and each of
their respective affiliates and representatives against certain liabilities in
connection with the Spin-Off, all liabilities to the extent relating to or
arising out of their respective business as conducted at any time, and any
breach of the Distribution Agreement.
Exchange of Information. Era Group and SEACOR agreed to provide each other with
information relating to the other party or the conduct of its business prior to
the Spin-Off, and information reasonably necessary to prepare financial
statements and any reports or filings to be made with any governmental
authority. Era Group and SEACOR agreed to retain such information in accordance
with their respective record retention policies as in effect on the date of the
Distribution Agreement and to afford each other access to former and current
representatives as witnesses or records as reasonably required in connection
with any relevant litigation.
Further Assurances. Era Group and SEACOR agreed to take all actions reasonably
necessary or desirable to consummate and make effective the transactions
contemplated by the Distribution Agreement and the ancillary agreements related
thereto, including using commercially reasonable efforts to promptly obtain all
consents and approvals, to enter into all agreements and to make all filings and
applications that may be required for the consummation of the Spin-Off.
Amended and Restated Transition Services Agreement
Pursuant to the Amended and Restated Transition Services Agreement, SEACOR
agreed to provide Era Group with certain administrative and other services in a
manner historically provided to Era Group by SEACOR during the 12 months prior
to the date of the Spin-Off. Era Group agreed to use such services for
substantially the same purposes and substantially the same manner as we used
them during such 12 month period. Amounts payable by Era Group for services
provided under the Amended and Restated Transition Services Agreement are
calculated on a fixed-fee basis, with the Amended and Restated Transition
Services Agreement specifying fixed fees for each category of services described
therein.
Era Group will also be responsible for its own transition-related costs and
expenses (e.g., for Era Group to procure its own IT infrastructure) and certain
costs and expenses incurred by SEACOR to transfer software licenses to Era
Group, including (i) transfer fees charged by third party software licensors and
(ii) unamortized SEACOR costs and expenses to procure and deploy the software
being transferred to Era Group.
Under the Amended and Restated Transition Services Agreement, subject to limited
exceptions, each of Era Group and SEACOR has agreed to limit its liability to
the other in respect of causes of action arising under the agreement. In
addition, each of SEACOR and Era Group agreed to indemnify the other against
third party claims stemming from (i) failure to fulfill their respective
obligations under the agreement and (ii) infringement of the intellectual
property of any third party; provided that neither will be required to indemnify
the other for losses resulting from the others willful misconduct, bad faith or
gross negligence.
Pursuant to the Amended and Restated Transition Services Agreement, each of Era
Group and SEACOR agreed to customary confidentiality agreements regarding any
confidential information of the other party received in the course of
performance of the services.
The Amended and Restated Transition Services Agreement will continue in effect
for two years from the Distribution Date. In the event that Era Group defaults
. . .
The description of the Spin-Off included under Item 1.01 is incorporated in this Item 2.01 by reference.
The unaudited pro forma financial information of the Company giving effect to the Spin-Off, and the related notes thereto, are attached hereto as Exhibit 99.2.
(e)
In connection with the Spin-Off, the equity awards previously issued to the Company's directors and executive officers were treated in the manner described in the section titled "Treatment of SEACOR Stock Awards" in Era Group's Information Statement, filed as Exhibit 99.1 to Amendment No. 3 to the Registration Statement on Form 10 on January 14, 2013,which description is incorporated herein by reference. More specifically, holders of Company restricted stock awards participated in the Spin-Off with the Company's other shareholders and received one share of vested Era Group common stock for each share of SEACOR restricted stock held. Outstanding stock options to purchase shares of Company common stock granted to employees and directors of the Company were adjusted to reflect the difference in value of the closing price of the Company's common stock on the "regular way" market on the Distribution Date and the opening price for such stock on the day after the Distribution Date (rather than, as originally anticipated, the closing price of the Company's common stock on the "ex-distribution" market on the Distribution Date due to the lack of trading on such market) and to preserve the aggregate intrinsic value of the stock options by changing the exercise price and number of shares of Company common stock subject to the stock options.
On January 31, 2013, Era Group issued a press release, a copy of which is hereby incorporated by reference and attached hereto as Exhibit 99.1.
(b) Pro forma financial information
Unaudited pro forma financial information of the Company required by Article 11 of Regulation S-X is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits.
Exhibit No. Description
10.1 Distribution Agreement, dated as of January 31, 2013, by and between
SEACOR Holdings Inc. and Era Group Inc. (incorporated by reference
to Exhibit 10.1 of Era Group's Current Report on Form 8-K filed with
the SEC on January 31, 2013) (File No. 001-35701).
10.2 Amended and Restated Transition Services Agreement, dated as of
January 31, 2013, by and between SEACOR Holdings Inc. and Era Group
Inc. (incorporated by reference to Exhibit 10.2 of Era Group's
Current Report on Form 8-K filed with the SEC on January 31, 2013)
(File No. 001-35701).
10.3 Tax Matters Agreement, dated as of January 31, 2013, by and between
SEACOR Holdings Inc. and Era Group Inc. (incorporated by reference
to Exhibit 10.3 of Era Group's Current Report on Form 8-K filed with
the SEC on January 31, 2013) (File No. 001-35701).
10.4 Employee Matters Agreement, dated as of January 31, 2013, by and
between SEACOR Holdings Inc. and Era Group Inc. (incorporated by
reference to Exhibit 10.4 of Era Group's Current Report on Form 8-K
filed with the SEC on January 31, 2013) (File No. 001-35701).
99.1 Press Release, issued January 31, 2013.
99.2 Unaudited pro forma consolidated balance sheet of the Company as of
September 30, 2012 and unaudited pro forma consolidated statements
of operations of the Company for the nine months ended September 30,
2012 and the fiscal year ended December 31, 2011.
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