GulfMark Offshore announced that a registration statement on Form S-4 has been filed with the U.S. Securities and Exchange Commission for the Company's proposed reorganization (the "Reorganization"), which is intended to help preserve the Company's status as a U.S. citizen under certain U.S. maritime and vessel documentation laws (popularly referred to as the Jones Act) by, among other things, limiting the percentage of outstanding shares of Company common stock that may be owned (of record or beneficially) or controlled in the aggregate by non-U.S. citizens (as defined by the Jones Act) to a maximum permitted percentage of 22% (the "Maritime Restrictions").
The Company has entered into an agreement and plan of reorganization (the "Reorganization Agreement") with New GulfMark Offshore, Inc. ("New GulfMark"), a wholly owned subsidiary of the Company, pursuant to which the Company will merge into and with New GulfMark, with New GulfMark as the surviving company. At the effective time of the Reorganization and pursuant to the Reorganization Agreement, each outstanding and treasury share of Company common stock will be automatically converted into one share of New GulfMark Class A common stock, which will be subject to the Maritime Restrictions.
The business, operations, assets and liabilities of New GulfMark immediately after the Reorganization will be the same as the Company's business, operations, assets and liabilities immediately prior to the Reorganization. Likewise, the directors and officers of New GulfMark immediately after the Reorganization will be the same as the directors and officers of the Company immediately prior to the Reorganization. Upon completion of the Reorganization, New GulfMark's name will change to "GulfMark Offshore, Inc."
Consummation of the Reorganization is subject to various conditions, including the adoption of the Reorganization Agreement by the Company's stockholders and the approval for listing of shares of New GulfMark Class A common stock on the New York Stock Exchange (the same exchange on which the Company's common stock currently trades). The Reorganization Agreement provides certain termination rights to the Company and may be amended by the mutual consent of the Company and New GulfMark, in each case subject to applicable law.
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