0001209191-13-005627.txt : 20130201
0001209191-13-005627.hdr.sgml : 20130201
20130201162342
ACCESSION NUMBER: 0001209191-13-005627
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130131
FILED AS OF DATE: 20130201
DATE AS OF CHANGE: 20130201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ERA GROUP INC.
CENTRAL INDEX KEY: 0001525221
STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 600 AIRPORT SERVICE ROAD
CITY: LAKE CHARLES
STATE: LA
ZIP: 70605
BUSINESS PHONE: 337-478-6131
MAIL ADDRESS:
STREET 1: 600 AIRPORT SERVICE ROAD
CITY: LAKE CHARLES
STATE: LA
ZIP: 70605
FORMER COMPANY:
FORMER CONFORMED NAME: Era Froup Inc.
DATE OF NAME CHANGE: 20110708
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SEACOR HOLDINGS INC /NEW/
CENTRAL INDEX KEY: 0000859598
STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35701
FILM NUMBER: 13567009
BUSINESS ADDRESS:
STREET 1: 2200 ELLER DRIVE
STREET 2: PO BOX 13038
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33316
BUSINESS PHONE: 954 523-2200
MAIL ADDRESS:
STREET 1: 2200 ELLER DRIVE
STREET 2: PO BOX 13038
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33316
FORMER NAME:
FORMER CONFORMED NAME: SEACOR SMIT INC
DATE OF NAME CHANGE: 19970515
FORMER NAME:
FORMER CONFORMED NAME: SEACOR HOLDINGS INC
DATE OF NAME CHANGE: 19950327
FORMER NAME:
FORMER CONFORMED NAME: SEACORE HOLDINGS INC
DATE OF NAME CHANGE: 19950313
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2013-01-31
1
0001525221
ERA GROUP INC.
ERA
0000859598
SEACOR HOLDINGS INC /NEW/
2200 ELLER DRIVE
PO BOX 13038
FORT LAUDERDALE
FL
33316
0
0
1
0
Common Stock
2013-01-31
4
J
0
20239698
0.00
A
20239698
D
Common Stock
2013-01-31
4
J
0
20239698
0.00
D
0
D
Class B common stock, par value $0.01
2013-01-31
4
J
0
24500000
0.00
D
Class A common stock
24500000
0
D
6% Cumulative Perpetual Preferred Stock, Series A
2013-01-31
4
J
0
14000000
0.00
D
Class B common stock
320000
0
D
On January 31, 2012, SEACOR Holdings Inc. ("SEACOR") effected the distribution of 100% of the outstanding shares of common stock of Era Group Inc. ("Era Group") held by SEACOR (the "Distribution"). Immediately prior to the Distribution, Era Group effected a recapitalization pursuant to which all of the outstanding shares of Era Group's Class B common stock and 6% Cumulative Perpetual Preferred Stock, Series A (all of which was held by SEACOR) was exchanged for 20,239,698 shares of newly-issued Era Group common stock. Following the Distribution, SEACOR is no longer a holder of equity securities of Era Group for purposes of Section 16.
Holders of Class B common stock may convert their Class B common stock, at their option, into Class A common stock at a conversion rate of one share of Class A common stock for each share of Class B common stock. Subject to limited exceptions, each share of Class B common stock transferred to a person other than SEACOR will automatically be converted into one share of Class A common stock.
Holders of the 6% Cumulative Perpetual Preferred Stock, Series A (the "Series A Preferred Stock") may convert the Series A Preferred Stock, at their option, at any time prior to an IPO of Era Group at the conversion rate of 4.375 shares of Class B common stock for each share of Series A Preferred Stock. For a period of 45 days following a qualified public offering of Era Group, holders of Series A Preferred Stock may convert the Series A Preferred Stock, at their option, into the number of shares of Class B common stock equal to the aggregate stated value of the shares to be converted divided by the public offering price of the registrant's Class A common stock. Following this period, holders of Series A Preferred Stock may convert the Series A Preferred Stock, at their option, into the number of shares of Class B common stock equal to the aggregate stated value of the shares being converted divided by the trading value of the Class A common stock.
/s/ Richard J. Ryan, Senior Vice President and Chief Financial Officer
2013-02-01