10 Feb 2015listing compliance notice▼ BadMajor
Global Geophysical Services Inc terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
9 Feb 2015bankruptcy or receivership▼ BadMajor
The bankruptcy court confirmed the Second Amended Plan on February 6, 2015, and the company emerged from Chapter 11 on February 9, 2015, becoming a wholly owned subsidiary of the new GGS Holdings. All existing common and preferred equity was cancelled with no distribution, as every version of the plan had said. Financial creditors receive 1,195,158 new GGS Holdings units and 1,111,111 warrants, trade creditors share $3.25 million in cash, and the DIP loan was replaced by new first lien ($25M revolver, $60M term loan) and second lien (about $32.1M term loan) exit facilities.
5 Dec 2014auditor change● Neutral
UHY LLP resigned as the company's auditor on December 1, 2014, after UHY's Texas practice was sold to BDO USA, LLP. The company says the board and audit committee did not recommend or approve the resignation, there were no disagreements with UHY, and no replacement has been chosen yet. UHY's April 29, 2014 report on 2013 had raised going-concern doubt and identified material weaknesses in internal controls, which this filing restates rather than newly reports.
4 Nov 2014material agreement▼ BadMajor
On October 28, 2014 the company filed a Second Amended Plan, and on October 31 it signed a Second Amended Backstop Agreement. The company will form Global Geophysical Services, LLC (GGS Holdings) and, after the plan's effective date, become its wholly owned subsidiary. GGS Holdings, not the company, will run the creditor rights offering, which will be for GGS Holdings common units. The plan still cancels all existing common and preferred equity with no distribution, as the earlier versions did.
16 Oct 2014material agreement▼ BadMajor
On October 9, 2014 the company filed an amended reorganization plan, and on October 16 it signed an amended backstop agreement with certain DIP lenders that does not materially change the earlier terms. Like the original plan filed September 23, the amended plan cancels all existing common and preferred equity on the effective date with no distribution to holders. The plan still needs court confirmation.
18 Aug 2014material agreement● Neutral
On August 15, 2014 the company signed an amendment and waiver to its court-approved debtor-in-possession loan with Wilmington Trust. It changes the limits on foreign cash balances and waives the need for control agreements on certain bank accounts. The filing gives no amounts, so this is a routine adjustment to the bankruptcy financing.
1 Aug 2014listing compliance notice● NeutralMajor
Global Geophysical Services Inc's exchange filed to remove a class of its securities from listing.
1 Aug 2014listing compliance notice● NeutralMajor
Global Geophysical Services Inc's exchange filed to remove a class of its securities from listing.
27 Mar 2014bankruptcy or receivership▼ BadMajor
On March 25, 2014 the company and several subsidiaries filed Chapter 11 in the Southern District of Texas, after TPG accelerated the $81.765 million owed under the Financing Agreement on March 24. The company arranged a $60 million debtor-in-possession loan ($25 million initially, $35 million on final approval) backstopped by holders of its 10 1/2% senior notes, and the NYSE suspended trading in the common stock, with delisting proceedings covering the stock and the preferred depositary shares. This ends the forbearance period and puts the $250 million of senior notes and the TPG loan in default; the filing does not say what shareholders will receive.
18 Mar 2014financial restatement▼ BadMajor
On March 17, 2014 the company said its audited results for 2009-2012 and its quarterly results for 2012 and the first three quarters of 2013 should no longer be relied on because of accounting errors, and it cannot file its 2013 annual report on time. It also signed a forbearance agreement with its TPG/Tennenbaum lenders, who agreed not to enforce certain existing or possible defaults (including a going-concern-free audit requirement, covenant ratios and taxes) until at least March 24, 2014 at lenders' notice. It also disclosed a $61.6 million fourth-quarter 2013 impairment of its multi-client library and said the Financing Agreement is fully drawn, with access to more capital severely limited. This contradicts the earlier picture of compliance with the new loan's covenants.
13 Dec 2013listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Global Geophysical Services Inc's securities for listing, clearing them to begin trading.
12 Dec 2013material agreement● NeutralMajor
On December 6, 2013 the company signed an underwriting agreement with MLV & Co. LLC for 347,827 depositary shares of 11.5% Series A Cumulative Preferred Stock, priced at $23.00 each against a $25.00 liquidation preference, with monthly cash dividends of $2.875 per share a year. Net proceeds are about $7.1 million, intended for general corporate purposes, with closing scheduled for December 13, 2013. This fills in the terms left open when the offering was announced on December 4.
9 Dec 2013debt financing● NeutralMajor
On December 3, 2013 the company signed a First Amendment to its September 2013 TPG/Tennenbaum Financing Agreement, effective only if the preferred offering closes. The company does not have to use the offering proceeds to prepay that debt and may pay preferred dividends if it stays within its financial covenants. If gross proceeds exceed $15 million, the minimum liquidity requirement rises above $10 million, to $10 million plus (50% of gross proceeds less $7.5 million).
6 Dec 2013capital raising announcement● NeutralMajor
On December 6, 2013 the company announced the pricing of its underwritten public offering of 11.5% Series A Cumulative Preferred Stock, sold as 347,827 depositary shares each representing 1/1000th of a preferred share. This resolves the open question of the offering's size and dividend rate; this filing does not give the price or proceeds.
4 Dec 2013capital raising announcement● NeutralMajor
On December 4, 2013 the company announced it was starting an underwritten public offering of perpetual, non-convertible Series A Cumulative Preferred Stock, sold as depositary shares each representing 1/1000th of a preferred share, subject to market conditions. The 8-K gives no amount, price or dividend rate, and does not say how the proceeds would be used. A new preferred class would rank ahead of common shareholders, though the filing itself does not say so.
2 Oct 2013debt financing● NeutralMajor
On September 30, 2013 the company signed a Financing Agreement with TPG Specialty Lending and Tennenbaum Capital Partners for an $82.8 million first lien Term Loan A and a $22.2 million delayed-draw Term Loan B, maturing September 30, 2016. Term Loan A was funded at closing and used to pay off the Bank of America revolver in full, ending that facility. The loans carry interest at LIBOR plus 9.75% (1% floor) or an alternate base rate plus 8.75%. They are secured by substantially all assets, require 75% of excess cash flow to go to prepayment, and include financial covenants and a minimum $10.0 million liquidity requirement.
25 Apr 2013debt financing● Neutral
On April 24, 2013 the company signed Amendment No. 4 to its Bank of America revolver. Maximum borrowing is cut to $80 million until September 30, 2013, then $67.5 million through the April 30, 2014 maturity. This replaces the $85 million level and April 30, 2013 step-down set in Amendment No. 3 (July 2012), with some lenders taking on part of the expiring commitments.
31 Aug 2012business combination● Neutral
The company filed Amendment No. 2 to the exchange-offer registration statement, which per its explanatory note adds the subsidiary guarantors as co-registrants. The exchange offer for the $50 million of 10-1/2% senior notes due 2017 is still not final; the prospectus is dated August 31, 2012 and the expiration date is blank.
20 Aug 2012business combination● Neutral
The company filed Amendment No. 1 to its exchange-offer registration statement for the $50 million of 10-1/2% senior notes due 2017. The preliminary prospectus is dated August 20, 2012 and still has the expiration date blank. The visible text repeats the July filing's terms and does not show what changed.
26 July 2012business combination● Neutral
The company filed a registration statement offering to swap up to $50 million of new, SEC-registered 10-1/2% senior notes due 2017 for the unregistered $50 million of the same notes it sold on March 28, 2012. This is the exchange offer promised in that deal's registration rights agreement; the terms are substantially identical, the company receives no proceeds, and six subsidiaries are listed as guarantors. The filing is a preliminary draft, with the expiration date left blank.
23 July 2012debt financing● Neutral
On July 20, 2012 the company signed Amendment No. 3 to its Bank of America revolver, raising the maximum borrowing from $70 million to $85 million until April 30, 2013, then $67.5 million, with the maturity extended to April 30, 2014. The amendment also raised the cap on senior notes permitted under the 2010 indenture from $75 million to $100 million, and the fleet mortgage was increased to $85 million.
30 Mar 2012material agreement● NeutralMajor
The company sold a further $50 million of 10-1/2% senior notes due May 1, 2017 on March 28, 2012, issued at 94% of face value for expected net proceeds of about $45.5 million. It plans to use the proceeds to repay current outstanding indebtedness, and these unsecured notes add to the $200 million of the same notes from 2010 and carry a registration rights agreement for a later exchange offer.
14 June 2011debt financing● Neutral
The company raised the maximum size of its Bank of America revolving credit facility from $50 million to $70 million through Amendment No. 1 (June 9, 2011), with Credit Suisse, Barclays and Citibank also party. The fleet mortgage securing it was increased from $50 million to $70 million to match. This builds on the April 2010 facility.
10 Sept 2010business combination● Neutral
The company amended its filing for the exchange of the $200 million 10-1/2% senior notes due 2017 for registered notes. The terms are unchanged; the visible change is that Global MicroSeismic, Inc. is now listed as a subsidiary guarantor alongside Autoseis, Inc. and GGS International Holdings, Inc.
3 Aug 2010business combination● Neutral
The company filed a registration statement to swap its $200 million of 10-1/2% senior notes due 2017, issued April 27, 2010 without registration, for identical registered notes. This fulfils its registration obligation from that earlier sale; the company receives no proceeds and the terms are substantially the same.
3 May 2010debt financing● NeutralMajor
With the April 27, 2010 closing of its IPO and $200 million of 10-1/2% senior notes due 2017, the company repaid and terminated its $150.0 million first lien credit agreement, $50.0 million second lien loan and its Citibank construction loan (incurring $160,000 in prepayment penalties on the construction loan). On April 30, 2010 it entered a new $50.0 million revolving credit facility with Bank of America, secured by a first lien on substantially all assets, with covenants limiting debt, dividends and other actions.
21 Apr 2010listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Global Geophysical Services Inc's securities for listing, clearing them to begin trading.
30 July 2009listing compliance notice▼ Bad
Global Geophysical Services Inc withdrew a registration statement, abandoning the offering it covered.