Each one in plain English, with the numbers worked through for a shareholder.
29 May 2015substantial holder notice● Neutral
Kelso Investment Associates VII, L.P, Kelso GP VII, L.P, Kelso GP VII, LLC, KEP VI, LLC, Philip E. Berney, Frank K. Bynum, Jr, James J. Connors, II, Michael B. Goldberg, Frank J. Loverro, George E. Matelich, Church M. Moore, Frank T. Nickell, Stanley de J. Osborne, David I. Wahrhaftig, Thomas R. Wall, IV, Christopher L. Collins, Howard A. Matlin reported no remaining Global Geophysical Services Inc shareholding in its periodic institutional filing.
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.
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.
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.
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.
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.
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.
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.
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.
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.