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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ION Geophysical Corporation New | NYSE:IO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.345 | 0 | 01:00:00 |
|
Delaware
|
| |
1389
|
| |
22-2286646
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
J. Eric Johnson
Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, TX 77002 Telephone: (713) 651-2647 |
| |
Matthew Powers
Executive Vice President, General Counsel, and Corporate Secretary ION Geophysical Corporation 2105 CityWest Blvd., Suite 100 Houston, TX 77042-2839 Telephone: (281) 933-3339 |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☐ | |
| | | | | | | Emerging growth company | | | ☐ | |
| | ||||||||||||||||||||||||||||
Title of Each Class of
Securities to be Registered |
| | |
Amount
to be Registered |
| | |
Proposed
Maximum Offering Price per Unit |
| | |
Proposed
Maximum Aggregate Offering Price |
| | |
Amount of
Registration Fee |
| ||||||||||||
8.00% Senior Secured Second Priority Notes due 2025
|
| | | | $ | 106,703,565 | | | | | | | 100% | | | | | | $ | 106,703,565(1) | | | | | | $ | 11,641.36 | | |
Common stock, $0.01 par value
|
| | | |
|
(2)
|
| | | | |
|
(2)
|
| | | | |
|
(2)
|
| | | | |
|
(2)
|
| |
Guarantees
|
| | | |
|
(3)
|
| | | | |
|
(3)
|
| | | | |
|
(3)
|
| | | | |
|
(3)
|
| |
Total | | | | | $ | 106,703,565 | | | | | | | N/A | | | | | | $ | 106,703,565 | | | | | | $ | 11,641.36(4) | | |
Exact Name of Additional Registrant as Specified in its Charter(1)
|
| |
State or Other Jurisdiction
of Incorporation or Organization |
| |
I.R.S. Employee
Identification No. |
|
GX Technology Corporation
|
| |
Texas
|
| |
76-0450115
|
|
ION Exploration Products (U.S.A.), Inc.
|
| |
Delaware
|
| |
76-0491394
|
|
I/O Marine Systems, Inc.
|
| |
Louisiana
|
| |
72-0733230
|
|
GX Geoscience Corporation, S. de R.L. de C.V.
|
| |
Mexico
|
| |
GGC150303UDA
|
|
|
Old Notes
|
| |
CUSIP Number
or ISIN |
| |
Principal Amount
Outstanding |
| |
Exchange
Consideration(1)(2) |
| |
Early Participation
Payment(1)(3) |
|
| 9.125% Senior Secured Second Priority Notes due 2021 | | | | | |
$120,569,000
|
| |
(a) $150 in cash; and
(b) $850 in New Notes, subject to certain rights to instead deliver or receive shares of our Common Stock as described in more detail herein. |
| | $35, at our option, either in (I) cash, (II) Common Stock based on $2.57 per share, or (III) New Notes. | |
Date
|
| |
Calendar Date
|
| |
Event
|
|
Launch Date...........................................
|
| | , 2021. | | | Commencement of the Exchange Offer and the Consent Solicitation. | |
Early Tender Time ..................................
|
| | Immediately after 11:59 p.m., New York City time, on , 2021 | | | The deadline for Holders to validly tender (and not validly withdraw) their Old Notes in order to be eligible to receive the Early Participation Payment in addition to the Exchange Consideration. | |
Withdrawal Deadline..............................
|
| | 5:00 p.m., New York City time, on , 2021. | | | The deadline for Holders who validly tender their Old Notes to validly withdraw tenders of their Old Notes. A valid withdrawal of tendered Old Notes will constitute the concurrent valid revocation of such Holder’s related Consent. | |
Expiration Time.....................................
|
| | Immediately after 11:59 p.m., New York City time, on , 2021. | | | The deadline for Holders to validly tender their Old Notes in order to be eligible to receive the Exchange Consideration. | |
Settlement Date......................................
|
| | Promptly after the Expiration Time. We currently expect the Settlement Date to be , 2021. | | | The date on which the Exchange Consideration and the Early Participation Payment, as applicable, will be paid to Holders in exchange for Old Notes validly tendered (and not validly withdrawn) in the Exchange Offer at or prior to the Expiration Time. | |
| | |
PAGE
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| |||
| | | | ii | | | |
| | | | iii | | | |
| | | | 1 | | | |
| | | | 5 | | | |
| | | | 18 | | | |
| | | | 39 | | | |
| | | | 44 | | | |
| | | | 56 | | | |
| | | | 57 | | | |
| | | | 58 | | | |
| | | | 134 | | | |
| | | | 137 | | | |
| | | | 140 | | | |
| | | | 143 | | | |
| | | | 154 | | | |
| | | | 156 | | | |
| | | | 160 | | | |
| | | | 161 | | | |
| | | | 162 | | |
| | |
Beneficial Ownership
Pre-Transaction |
| |
Beneficial Ownership
Post-Transaction (Pre-Conversion of New Notes) |
| |
Beneficial Ownership
Post-Transaction (Post-Conversion of New Notes) |
| | | | |||||||||||||||||||||||||||
Scenario
|
| |
Shares(1)
|
| |
Percentage
|
| |
Shares(1)
|
| |
Percentage
|
| |
Shares(1)
|
| |
Percentage
|
| | | | ||||||||||||||||||
A
|
| | | | 14.982 | | | | | | 100% | | | | | | 14.982 | | | | | | 100% | | | | | | 55.771 | | | | | | 26.86% | | | | | |
B
|
| | | | 14.982 | | | | | | 100% | | | | | | 22.131 | | | | | | 67.70% | | | | | | 62.935 | | | | | | 23.81% | | | | | |
C
|
| | | | 14.982 | | | | | | 100% | | | | | | 35.410 | | | | | | 42.31% | | | | | | 68.478 | | | | | | 21.88% | | | | | |
| | |
As of December 31, 2020
|
| |||||||||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| |
As Further
Adjusted(2) |
| |||||||||
Cash and cash equivalents
|
| | | | 37,486 | | | | | | 40,305 | | | | | | 40,305 | | |
Long-term debt (including current maturities) | | | | | |||||||||||||||
Revolving Credit Facility
|
| | | | 22,500 | | | | | | 22,500 | | | | | | 22,500 | | |
Old Notes
|
| | | | 120,569 | | | | | | 6,028 | | | | | | 6,028 | | |
New Notes
|
| | | | — | | | | | | 122,368 | | | | | | — | | |
Other debt
|
| | | | 1,639 | | | | | | 1,639 | | | | | | 1,639 | | |
Total debt
|
| | | | 144,708 | | | | | | 152,535 | | | | | | 30,167 | | |
Stockholders’ equity
|
| | | | (71,090) | | | | | | (71.090) | | | | | | 51,278 | | |
Total capitalization
|
| | | | 73,618 | | | | | | 81,445 | | | | | | 81,445 | | |
Effective Date
|
| |
$2.57
|
| |
$3.00
|
| |
$3.50
|
| |
$5.00
|
| |
$7.50
|
| |
$10.00
|
| |
$20.00
|
| |
$30.00
|
| ||||||||||||||||||||||||
Issue Date
|
| | | | 55.7743 | | | | | | 39.4400 | | | | | | 32.9743 | | | | | | 22.2040 | | | | | | 13.8307 | | | | | | 9.6450 | | | | | | 3.3645 | | | | | | 1.2740 | | |
One Year Anniversary of Issue Date
|
| | | | 55.7743 | | | | | | 18.7033 | | | | | | 14.7971 | | | | | | 9.9820 | | | | | | 6.2373 | | | | | | 4.3650 | | | | | | 1.5575 | | | | | | 0.6213 | | |
11∕2 Year Anniversary of Issue Date
|
| | | | 55.7743 | | | | | | 7.8122 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Date
|
| |
Percentage
|
| |||
2020
|
| | | | 103.50% | | |
2021
|
| | | | 100.00% | | |
Provision Deleted
|
| |
Old Notes Indenture
Section |
| |
Effect of Amendment
|
|
Offer to Purchase by Application of Excess Proceeds | | | §3.09 | | | The elimination of the offer to purchase Old Notes by application of excess funds from an asset sale would terminate the contractual obligation of the Company to commence an offer to all holders of Old Notes to purchase such Old Notes using the excess funds generated by an asset sale. | |
Reports | | | §4.03 | | | The elimination of the “Reports” covenant would terminate the contractual obligation of the Company to deliver quarterly, annual, and current report to the Holders of Old Notes. | |
Compliance Certificate | | | §4.04 | | | The elimination of the “Compliance Certificate” covenant would terminate the contractual obligation of the Company to deliver to the Old Notes Trustee an officer’s certificate of the Company and each Guarantor with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Old Notes Indenture and is not in default in the performance or observance of the terms therein. | |
Taxes | | | §4.05 | | | The elimination of the “Taxes” covenant would terminate the contractual obligation of the Company to pay all material taxes, assessments, and governmental levies except those that are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Old Notes holders. | |
Stay, Extension, and Usury Laws
|
| | §4.06 | | | The elimination of the “Stay, Extension, and Usury Laws” covenant would eliminate the contractual obligation of the Company to refrain from claiming or taking the benefit or advantage of any stay, extension, or usury law that may affect the covenants or the | |
Provision Deleted
|
| |
Old Notes Indenture
Section |
| |
Effect of Amendment
|
|
| | | | | | performance of the Old Notes Indenture. | |
Restricted Payments | | | §4.07 | | | The elimination of the “Restricted Payments” covenant would eliminate the contractual restrictions on the ability of the Company and restricted subsidiaries to make certain restricted payments, such as dividends. | |
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries | | | §4.08 | | | The elimination of the “Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” covenant would terminate the contractual obligation of the Company and restricted subsidiaries to not create or assume contractual subsidiaries to pay dividends or make distributions to, pay interest on indebtedness owed to make loans to or transfer property to, the Company or another restricted subsidiary. | |
Incurrence of Indebtedness and Issuance of Preferred Stock | | | §4.09 | | | The elimination of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant would terminate the contractual restriction on the Company and restricted subsidiaries to directly or indirectly create any additional indebtedness, the restriction on the Company from issuing disqualified stock, and the restriction on the restricted subsidiaries to issue any shares of preferred stock. | |
Asset Sales | | | §4.10 | | | The elimination of the “Asset Sales” covenant would terminate certain contractual requirements with respect to asset sales, including that the consideration received be equal to fair market value and that at least 75% of the consideration received from asset sales be in the form of cash, and would eliminate the obligation of the Company to use certain proceeds from asset sales to repay indebtedness, invest in its business, acquire the capital stock or assets of a permitted business, or other such assets that are used or useful in permitted business. | |
Transactions with Affiliates | | | §4.11 | | | The elimination of the “Transactions with Affiliates” covenant would permit the Company to enter into transactions with affiliates without regard to the terms of such transactions. | |
Liens | | | §4.12 | | | The elimination of the “Liens” covenant would terminate the contractual obligation of the company and restricted subsidiaries to not create or assume liens on assets, except permitted liens. | |
Provision Deleted
|
| |
Old Notes Indenture
Section |
| |
Effect of Amendment
|
|
Offer to Repurchase Upon Change of Control | | | §4.14 | | | The elimination of the “Offer to Repurchase Upon Change of Control” covenant would terminate the contractual obligation of the Company to offer to repurchase the Old Notes upon the occurrence of a change of control. | |
Additional Note Guarantees | | | §4.15 | | | The elimination of the “Additional Note Guarantees” covenant would terminate the contractual obligation of the Company to cause additional restricted subsidiaries to provide guarantees in respect of the Old Notes. | |
Further Assurances; Insurance | | | §4.18 | | | The elimination of the “Further Assurance; Insurance” covenant would terminate the contractual obligation of the Company to assure that the Old Notes Collateral Agent holds duly create and enforceable and perfected second liens upon the collateral and to keep its properties adequately insured. | |
Impairment of Security Interest | | | §4.19 | | | The elimination of the “Impairment of Security Interest” covenant would terminate the contractual obligation of the Company and restricted subsidiaries to not take any action or omit to take any action would materially impair the security interest in the collateral for the benefit of the Old Notes Trustee, the Old Notes Collateral Agent, and other parties. | |
After-Acquired Property | | | §4.20 | | | The elimination of the “After-Acquired Property” covenant would terminate the contractual obligation of the Company to vest the Old Notes Collateral Agent with a perfect second priority security interest in any after-acquired property. | |
Limitation on Layered Indebtedness | | | §4.21 | | | The elimination of the “Limitation on Layered Indebtedness” covenant would terminate the contractual obligation of the Company to incur any indebtedness that is contractually subordinate in right of payment or in respect of the grant or the application of proceeds of collateral to any other indebtedness of the Company, unless such indebtedness is also contractually subordinated to the Old Notes. | |
Merger, Consolidation, or Sale of Assets | | | §5.01(xii) | | | The elimination of clause (xii) of the “Merger, Consolidation, or Sale of Assets” provision would terminate certain requirements in connection with mergers or transfers of all or substantially all of the assets of the Company. | |
Events of Default | | | §6.01(ix) – (xi) | | | The elimination of clauses (ix) – (xi) of the “Events of Default” provision would remove certain enumerated events of default. | |
|
Number
|
| |
Description
|
|
| 3.1 | | | | |
| 3.2 | | | | |
| 4.1** | | | Form of Indenture to be entered into between ION Geophysical Corporation and , as Trustee. | |
| 4.2** | | | Form of Global Note for 8.00% Senior Secured Second Priority Notes due 2025 (included in Exhibit 4.1). | |
|
Number
|
| |
Description
|
|
| 4.3** | | | Form of Supplemental Indenture | |
| 5.1* | | | | |
| 10.1** | | | Form of Intercreditor Agreement | |
| 10.2** | | | Form of Amendment to the Credit Facility | |
| 23.1* | | | | |
| 23.2* | | | | |
| 25.1* | | | | |
| 99.1** | | | Form of Letter of Transmittal | |
| | | |
ION GEOPHYSICAL CORPORATION
By:
/s/ Michael Morrison
Michael Morrison
EVP & CFO |
|
| | | |
GX TECHNOLOGY CORPORATION
By:
/s/ Michael Morrison
Michael Morrison
EVP & CFO |
|
| | | |
ION EXPLORATION PRODUCTS (U.S.A.)
By:
/s/ Michael Morrison
Michael Morrison
Vice President |
|
| | | |
I/O MARINE SYSTEMS, INC.
By:
/s/ Michael Morrison
Michael Morrison
Vice President |
|
| | | |
GX GEOSCIENCE CORPORATION, S. DE R.L. DE C.V.
By:
/s/ Michael Morrison
Michael Morrison
Vice President |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Christopher T. Usher
|
| |
President, Chief Executive Officer and Director (principal executive officer)
|
| |
February 12, 2021
|
|
|
/s/ Michael Morrison
Michael Morrison
|
| |
Executive Vice President and Chief Financial Officer (principal financial officer)
|
| |
February 12, 2021
|
|
|
*
James M. Lapeyre, Jr.
|
| |
Chairman of the Board of Directors
|
| |
February 12, 2021
|
|
|
*
David H. Barr
|
| |
Director
|
| |
February 12, 2021
|
|
|
*
Michael McGovern
|
| |
Director
|
| |
February 12, 2021
|
|
|
*
Tina Wininger
|
| |
Director
|
| |
February 12, 2021
|
|
|
*
S. James Nelson, Jr.
|
| |
Director
|
| |
February 12, 2021
|
|
|
*
John Seitz
|
| |
Director
|
| |
February 12, 2021
|
|
|
Zhang ShaoHua
|
| |
Director
|
| |
February 12, 2021
|
|
|
* By:
/s/ Michael Morrison
Michael Morrison
Attorney-in-fact |
| | | |
1 Year ION Geophysical Chart |
1 Month ION Geophysical Chart |
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