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Global Geophysical Services Inc

US:GEGSQ
No current share price held for this company.

Past year: ▼ 100%(0.20c – 1.40 USD)

Market cap
—
Shares on issue
—
Story beats
17 since 2010
Last event
10 Feb 2015

History

Global Geophysical Services listed in 2010, borrowed heavily, restated its accounts and entered Chapter 11 in 2014, then emerged in 2015 as a subsidiary with all shareholders wiped out.

2010-2012: Going public and loading up on debt

Global Geophysical Services Inc, a seismic data services company based in Missouri City, Texas, went public in April 2010. The New York Stock Exchange cleared its securities for trading on April 21. The company ended 2010 with 36,142,985 shares on issue.

The IPO closed on April 27, 2010, alongside a sale of $200 million of 10-1/2% senior notes due 2017. The money repaid and ended a $150.0 million first lien credit agreement, a $50.0 million second lien loan and a Citibank construction loan, which cost $160,000 in prepayment penalties. On April 30 the company opened a new $50.0 million revolving credit facility with Bank of America, secured on substantially all its assets.

The record is then quiet until March 2012, when the company sold a further $50 million of the same notes at 94% of face value. It expected net proceeds of about $45.5 million, to repay existing debt. That took its senior notes to $250 million.

2013: Costlier borrowing and a preferred share raising

In late September 2013 the company signed a Financing Agreement with TPG Specialty Lending and Tennenbaum Capital Partners. It provided 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 paid off the Bank of America revolver in full. The loans carried interest at LIBOR plus 9.75%, required 75% of excess cash flow to go to prepayment, and set a minimum $10.0 million liquidity requirement.

In December the company turned to shareholders. It priced an offering of 347,827 depositary shares, each representing 1/1000th of an 11.5% Series A Cumulative Preferred Stock share, at $23.00 each against a $25.00 liquidation preference. MLV & Co. LLC underwrote the offering, which was expected to raise about $7.1 million net for general corporate purposes. A lender amendment let the company pay preferred dividends if it stayed within its covenants. The New York Stock Exchange cleared the securities for listing on December 13. Shares on issue stood at 39,695,528 at the end of 2014.

2014: Restatement and Chapter 11

The picture changed in March 2014. The company said its audited results for 2009-2012, and several quarterly results, could no longer be relied on because of accounting errors, and that it could not file its 2013 annual report on time. It disclosed a $61.6 million fourth-quarter 2013 impairment (a write-down) of its multi-client library, and said the TPG/Tennenbaum loan was fully drawn with access to more capital severely limited. The lenders agreed to a short forbearance, meaning they held off enforcing defaults.

It did not last. TPG accelerated the $81.765 million owed on March 24, and on March 25 the company and several subsidiaries filed for Chapter 11 in the Southern District of Texas. A $60 million debtor-in-possession loan, backstopped by holders of the senior notes, funded the case. The NYSE suspended trading in the common stock, and in August the exchange filed to remove securities from listing. UHY LLP resigned as auditor on December 1, 2014, and no successor had been named.

Through plans filed in September and October, and a Second Amended Plan on October 28, one feature never changed: all existing common and preferred equity would be cancelled with no distribution. The final plan created a new parent, Global Geophysical Services, LLC (GGS Holdings), which would run a rights offering to creditors.

2015: Emergence as a subsidiary

The court confirmed the Second Amended Plan on February 6, 2015, and the company emerged on February 9 as a wholly owned subsidiary of GGS Holdings. Old common and preferred shares were cancelled with no payment to holders, and 1,000 new shares went to GGS Holdings. Financial creditors received 1,195,158 new GGS Holdings units and 1,111,111 warrants, and trade creditors shared $3.25 million in cash.

The debtor-in-possession loan was replaced by new exit facilities. A first lien agreement provided a $25M revolver and a $60M term loan at 12.5%, and a second lien provided about $32.1M of term loan at 15.5%, added to by payment-in-kind. On February 10 the company terminated the registration of a class of its securities, ending its reporting obligation for them.

Written from the 17 story beats below (2010 to 10 Feb 2015), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201539.7m shares · US$79k market cap

  1. 10 Feb

    Global Geophysical Services Inc terminated the registration of a class of securities, ending its reporting obligation for them.

    listing compliance notice

    39.7m shUS$79k
  2. 9 Feb

    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.

    bankruptcy or receivership

    39.7m shUS$79k

201439.7m shares · US$278k market cap

  1. 4 Nov

    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.

    material agreement

    39.7m shUS$278k
  2. 16 Oct

    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.

    material agreement

    39.7m shUS$675k
  3. 1 Aug

    Global Geophysical Services Inc's exchange filed to remove a class of its securities from listing.

    listing compliance notice

    39.7m shUS$1.6m
  4. 1 Aug

    Global Geophysical Services Inc's exchange filed to remove a class of its securities from listing.

    listing compliance notice

    39.7m shUS$1.6m
  5. 27 Mar

    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.

    bankruptcy or receivership

    38.3m shUS$53.6m
  6. 18 Mar

    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.

    financial restatement

    38.3m shUS$53.6m

201338.1m shares · US$57.9m market cap

  1. 13 Dec

    the New York Stock Exchange certified Global Geophysical Services Inc's securities for listing, clearing them to begin trading.

    listing compliance notice

    38.1m shUS$57.9m
  2. 12 Dec

    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.

    material agreement

    38.1m shUS$57.9m
  3. 9 Dec

    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).

    debt financing

    38.1m shUS$57.9m
  4. 6 Dec

    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.

    capital raising announcement

    38.1m shUS$57.9m
  5. 4 Dec

    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.

    capital raising announcement

    38.1m shUS$57.9m
  6. 2 Oct

    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.

    debt financing

    38.1m shUS$103m

201237.0m shares · US$393m market cap

  1. 30 Mar

    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.

    material agreement

    37.0m shUS$393m

2010

  1. 3 May

    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.

    debt financing

  2. 21 Apr

    the New York Stock Exchange certified Global Geophysical Services Inc's securities for listing, clearing them to begin trading.

    listing compliance notice