SAExploration Holdings, Inc.

SAExploration Holdings, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

The court confirmed the plan on 10 December 2020. All 6,612,332 shares and all six classes of warrants were extinguished with nothing paid to holders; the 2023 convertible notes and general unsecured creditors received nothing either; the secured lenders took the reorganised company. The equity that survived the 2016 and 2018 restructurings did not survive this one.

bankruptcy or receivership

The company settled with the Ad Hoc Committee of Term Lenders on 8 December 2020, agreeing to pay it $625,000 on the plan's effective date. Committee member Tegean joined the backstop agreement and agreed to backstop $1.0 million of the first lien exit facility.

material agreement

The restructuring support and backstop agreements were amended on 1 November 2020, pushing confirmation to 17 December and the effective date to 31 December 2020. The revised plan gave term lenders 100% of the new shares and left convertible noteholders with nothing.

material agreement

SAExploration and its subsidiaries filed for Chapter 11 protection in Houston on 27 August 2020, with a restructuring support agreement and a backstop already in place, and continued trading as debtor-in-possession. Eleven months of rolling forbearances ended the way they were always likely to.

bankruptcy or receivership

SAExploration Holdings, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

The last extension of the forbearance, four weeks before the company filed for bankruptcy. Every one of these agreements had bought weeks, not a solution.

debt default or forbearance

The forbearance was extended again at the end of June, with no restructuring yet agreed.

debt default or forbearance

The convertible noteholders agreed that being delisted would not count as the 'fundamental change' that would let them demand immediate repayment - but only until the end of August. That deadline was, in effect, the date by which a restructuring had to be agreed.

listing compliance notice

A new set of forbearance agreements signed in April was extended, now covering 98% of the working-capital lenders and 82% of the term lenders - the standstill had been running continuously for eight months.

debt default or forbearance

NASDAQ ran out of patience: trading would be suspended on 8 May 2020 and delisting proceedings begun, for failing the shareholders' equity test. Seven years after arriving on the exchange through the Trio shell, the listing was over.

listing compliance notice

NASDAQ found shareholders' equity below $2.5 million again, this time on the strength of a restated 2018 annual report - the accounting corrections were now directly threatening the listing.

listing compliance notice

A further amendment to the forbearance agreements - the third extension of the standstill in four months.

debt default or forbearance

The company sold its Alaskan seismic data - the Aklaq, Kuukpik and CRD surveys - to TGS for $14.5 million cash plus an earn-out, selling jointly with ALASKAN Seismic Ventures, the customer entity whose Alaska tax-credit dealings were at the centre of the accounting investigation then engulfing the company. The best remaining assets were going to pay creditors.

asset acquisition disposition

The forbearance agreements were extended to January 27, 2020. Effective December 30, the board terminated chief operating officer Brian Beatty, who was deemed to have resigned as a director too, and he received no compensation or severance.

director officer appointment

The working-capital lenders advanced $5 million more and left room for another $5 million, keeping the lights on inside a forbearance they could end at any point.

capital raising announcement

The September forbearance agreements were extended rather than resolved - the standstill with all three creditor groups rolled forward instead of being replaced by a deal.

debt default or forbearance

Two things on one day: the Australian business was sold to Terrex for up to A$9 million, and Jeff Hastings - chairman and chief executive, and one of the three men who had sold the company into the shell in 2013 - resigned under a separation and consulting agreement. Selling operating regions and losing the founder at the same time is a company being taken apart.

director officer appointment

NASDAQ noted that both the second and third quarter reports for 2019 were now overdue. The company had stopped being able to produce its own financial statements - the accounting problem that had begun with three restatements in 2013 and 2014 had become terminal.

listing compliance notice

To repay the last $7 million of 2019 notes falling due, the company borrowed $8 million more on its working-capital facility. Paying one lender by drawing further on another is the arithmetic of a business no longer generating cash.

debt financing

The default arrived. On the same day the company signed forbearance agreements with lenders across all three of its debt structures at once - the working-capital facility, the term loan and the convertible notes - buying agreement not to enforce while it worked out what to do. Every creditor group was now waiting rather than being paid.

debt default or forbearance

The company raised $60 million through 6% secured convertible notes due 2023, sold entirely to lenders and shareholders it already had. Fresh money from new investors was no longer available; the existing creditors were funding the Geokinetics integration and taking convertible paper for it.

capital raising announcement

SAExploration closed the Geokinetics asset purchase, funding it with a new purchase money loan of about $23.4 million at 10.25% that matured in October 2018. It also restated its $30 million asset-backed facility, already fully drawn, at 10.75% rising to 11.75%.

asset acquisition disposition

The working-capital facility was enlarged to $30 million and immediately drawn in full, and the money was used to redeem the last of the 2014 senior secured notes, discharging that indenture. The debt structure created in 2014 was finally gone - replaced by a facility that was fully drawn from day one.

material agreement termination

SAExploration agreed to buy substantially all the assets of Geokinetics, a larger seismic competitor that had filed for bankruptcy the day before, for $20 million as the stalking-horse bidder. Having spent two years restructuring its own balance sheet, it was now buying a rival out of Chapter 11.

material agreement

NASDAQ found the company had less than $2.5 million of shareholders' equity at the end of 2017 and failed the alternative tests too. The company's answer was that the restructuring would fix it by the first-quarter accounts.

listing compliance notice

The Series B preferred issued in the January exchange converted automatically, and holders received 14,098,370 warrants exercisable at a hundredth of a cent - shares in all but name. Against 812,321 common shares issued weeks earlier, this is the scale of the dilution the restructuring actually imposed.

director officer appointment

The debt-for-equity exchange completed: $78 million of second-lien notes, 91.8% of the total, were swapped for 812,321 common shares plus two classes of convertible preferred and warrants. For the second time in eighteen months the existing shareholders were pushed to the margin by their own lenders.

director officer appointment

Eighteen months after the last restructuring, holders of more than 85% of the second-lien notes agreed to another one - this time exchanging the notes entirely for common stock, convertible preferred and warrants. The debt was to be converted rather than refinanced.

material agreement

The 2016 term loan was pushed out to January 2020 for consenting lenders, but at a price: the interest rate stepped up from 10.5% to 11.5% and beyond. Buying time was getting more expensive each round.

material agreement

The new term loan was amended to drop a condition tying drawdowns to receiving Alaskan state tax credit certificates - the first hint in this record of how much the company's funding depended on those Alaska credits, which would later be at the centre of its collapse.

material agreement

The leadership was reshuffled after the restructuring: Jeff Hastings moved from executive chairman to chief executive and chairman, and Brian Beatty stepped down from chief executive to chief operating officer. Brent Whiteley stayed as finance chief and general counsel - the same three men who had sold the business into the shell in 2013.

director officer appointment

The exchange offer closed on July 27. Holders of about 98.7% of the old notes tendered, and the company issued $69.064 million of new second-lien notes and 6,410,502 shares, after a reverse stock split.

director officer appointment

The $30 million multi-draw term loan was signed, open to any noteholder who joined the exchange offer that had opened five days earlier.

capital raising announcement

Holders of two-thirds of the 2014 notes agreed a comprehensive balance-sheet restructuring: a new $30 million secured term loan they would fund themselves, plus an exchange offer that would swap their notes for new paper and stock. The 2014 refinancing had lasted two years.

material agreement

A second NASDAQ notice ten weeks later, this time for a share price under $1 - two live deficiencies at once, with cure deadlines in August and October.

listing compliance notice

NASDAQ warned that the market value of the company's publicly held shares had fallen below $15 million, starting a six-month cure period. The oil-price collapse had reached the seismic contractors.

listing compliance notice

The first sign that the 2014 notes were too heavy: Fidelity funds swapped $10 million of them for 2,366,307 shares. Retiring debt with stock at a low share price is cheaper than paying cash but tells you the cash was not there.

capital raising announcement

The company refinanced wholesale, issuing $150 million of 10% senior secured notes due 2019 backed by liens on nearly everything it owned, and using the proceeds to repay and terminate the 2012 credit agreement. The lenders' representative on the board resigned as his facility disappeared. This is the debt that would define the next six years.

director officer appointment

A second restatement, this time of the second and third quarters of 2013, over share-based pay recorded by the predecessor business and some misclassifications. Three quarters of the company's first year as a public entity had now been withdrawn.

financial restatement

Less than two months after the merger, the company said on 19 August 2013 that its first-quarter 2013 results should no longer be relied on, because of errors in accounting for Papua New Guinea liabilities. The adjustments were then believed to lower first-quarter operating expenses by up to $1.3M, and the June-quarter 10-Q could not be filed on time. This is the first of the restatements that recur through the company's history. The filing also says internal controls were under review and a material weakness might be found.

financial restatement

This amendment restates the merger-completion report of 24 June 2013 with corrected first-quarter 2013 figures, after errors in accounting for Papua New Guinea liabilities. It confirms the deal terms: SAExploration holders got 6,448,443 shares, $7.5M cash and a $17.5M note, with up to 992,108 more shares tied to 2013 and 2014 earnings targets, and $5M was paid for the preferred stock. Holders of 987,634 public shares took cash at about $10.08 (about $9.96M), leaving 13,402,664 shares outstanding. The trust held $61,680,970 before closing, and about $35.2M was released to the company.

asset acquisition disposition

On 19 August 2013, about two months after the merger, the company decided to restate its first-quarter 2013 accounts and said they should no longer be relied on. The errors were in how Papua New Guinea expenses were allocated, and the June-quarter 10-Q would be filed late.

financial restatement

The merger closed on 24 June 2013 and the blank-cheque company became SAExploration Holdings. Holders of 987,634 public shares took their cash back at about $10.08 instead of staying in; the sellers - Jeff Hastings, Brian Beatty and Brent Whiteley - ended up with 38.4% outright and voting control of 50.5%, making this a controlled company from day one. They also received a $17.5 million ten-year note at 10% on top of the shares, and the new group joined an existing 2012 credit agreement.

business combination

The final proxy set the vote on the SAExploration merger for 21 June 2013, with a record date of 31 May 2013, and the board unanimously recommended voting for it. It follows the March preliminary version, adds a separate name-change proposal, and says the merger agreement had since been amended. Shareholders who wanted cash instead had to vote and demand conversion before the vote.

business combination

Trio Merger Corp. filed a preliminary proxy asking its shareholders to approve buying SAExploration Holdings (the private seismic contractor agreed in December 2012), with the deal valued at up to $104,404,770 ($30,000,000 in cash and promissory notes plus up to $74,404,770 in stock). Shareholders would also vote on renaming the company SAExploration Holdings, a 2013 incentive plan and eight directors, and warrant holders were told that majority consent had already raised the warrant exercise price from $7.50 to $12.00. The meeting date was still blank.

business combination

Trio found its target: SAExploration Holdings, a seismic data acquisition business working on land, in transition zones and shallow water across North America, South America and southeast Asia. Trio would take the SAExploration name; the private company's majority holder CLCH would come across as a controlling shareholder.

material agreement

Nasdaq certified SAExploration Holdings, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice

Trio raised $60 million selling 6 million units at $10, each unit a share plus a warrant at $7.50, alongside $3.55 million of warrants bought privately by the founders and the underwriter. The clock now started on finding an acquisition.

business combination