HOUSTON, June 24, 2016 (GLOBE NEWSWIRE) — SAExploration Holdings, Inc. (NASDAQ:SAEX) (OTCBB:SAEXW), or SAE, today appear the admission of an barter activity and accord address accompanying to its outstanding 10.000% Chief Anchored Notes due 2019 (the “Existing Notes”). SAE is alms to barter (the “Exchange Offer”) any and all of the Absolute Notes captivated by acceptable holders for up to (i) $70,000,000 arch bulk of SAE’s new 10.000% Chief Anchored Additional Affirmation Notes due 2019 (the “New Notes”) and (ii) 6,497,979 anew issued shares (the “Shares”) of SAE’s accustomed stock, aloft the agreement and accountable to the altitude set alternating in SAE’s Barter Activity Memorandum and Accord Address Statement (the “Memorandum”) and accompanying Letter of Transmittal and Accord (the “Letter of Transmittal”), anniversary anachronous June 24, 2016. Concurrently with the Barter Offer, SAE is soliciting (the “Consent Solicitation”) consents (“Consents”) from holders of the Absolute Notes to accept assertive proposed amendments to the Indenture beneath which the Absolute Notes were issued, the absolute Intercreditor Agreement, and the accompanying accessory and aegis agreements apropos to the Absolute Notes (the “Proposed Amendments”). No application is actuality paid to holders of Absolute Notes in affiliation with the Accord Solicitation. The accumulated arch bulk of Absolute Notes outstanding as of June 23, 2016 was $140.0 million.
The Barter Activity and Accord Address will expire at 11:59 p.m., New York City time, on July 22, 2016 (the “Expiration Time”), unless continued or beforehand concluded by SAE in its sole discretion. The adjustment date will activity promptly afterwards the Expiration Time and is accustomed to activity on July 27, 2016, accountable to all altitude to the Barter Activity and Accord Address accepting been annoyed or, area possible, waived by SAE. Except as contrarily declared in the Memorandum, Absolute Notes may be aloof and Consents revoked at any time on or above-mentioned to the Expiration Time, by afterward the procedures declared in the Memorandum and the Letter of Transmittal.
In barter for anniversary $1,000 arch bulk of Absolute Notes that are tendered at or afore the Expiration Time and accustomed for barter by SAE, accommodating holders will accept the barter consideration, which consists of $500 arch bulk of New Notes and 46.41 anew issued Shares (giving aftereffect to a 135-for-1 about-face banal breach that will be accomplished in affiliation with closing of the Barter Offer). Shares will alone be issued in accomplished basic multiples and no apportioned shares will be issued. SAE will buck banknote in lieu of any apportioned shares. In accession to the barter consideration, anniversary accommodating holder will accept accrued and contributed absorption on its tendered Absolute Notes that are accustomed for barter from their aftermost absorption acquittal date to, but not including, the adjustment date, which will be paid in the anatomy of New Notes with a arch bulk (rounded bottomward to the aing $1.00) according to the bulk of such accrued and contributed interest. The aftermost absorption acquittal date for the Absolute Notes was January 15, 2016.
Existing Notes may be tendered for barter alone in arch amounts according to the minimum church of $2,000 and basic multiples of $1,000 in balance thereof.
The New Notes will buck absorption at a bulk of 10.000% per annum payable in cash, accruing from the adjustment date, provided that for anniversary absorption acquittal through and including July 15, 2017, SAE may, at its option, pay absorption in affectionate by arising added New Notes (“PIK Notes”). Absorption paid in affectionate will accumulate at a bulk per annum of 11.0%, and any PIK Notes will be changeable with, and will accumulate absorption at the aforementioned bulk as, the New Notes. The New Notes will be absolutely and actually affirmed on a chief anchored additional affirmation base by anniversary of SAE’s absolute and approaching calm belted subsidiaries, except for immaterial subsidiaries and adopted subsidiaries (the “New Guarantees”). These are the aforementioned subsidiaries that currently agreement the Absolute Notes.
The New Notes and the New Guarantees will be anchored by a second-priority affirmation on essentially all of SAE’s and the guarantors’ assets, accountable to assertive exceptions and acceptable liens. The liens on assets that defended the New Notes and the New Guarantees will be contractually subordinated to liens accepting SAE’s absolute revolving acclaim adeptness with Wells Fargo Bank (the “Existing Revolving Acclaim Facility”) and the new $30 actor multi-draw chief anchored appellation accommodation adeptness that SAE expects to access into with assertive holders of Absolute Notes (the “New Chief Accommodation Facility”), as declared in the Memorandum. The liens on assets that defended the New Notes and the New Guarantees will be chief to those accepting any Absolute Notes (and the guarantees thereof) that are not tendered or accustomed for barter in the Barter Offer. The New Notes and the New Guarantees will be subordinated to acknowledgment beneath the Absolute Revolving Acclaim Adeptness and New Chief Accommodation Adeptness to the admeasurement of the bulk of such collateral. The New Notes and the New Guarantees will not be anchored by the assets of SAE’s subsidiaries that do not agreement the New Notes.
The Barter Activity is accountable to the achievement or, area possible, abandonment of assertive altitude set alternating in the Memorandum, including (i) the accord of at atomic 90% of the Absolute Notes outstanding as of the Expiration Time in the Barter Offer, (ii) the access into the Proposed Amendments, (iii) SAE accepting adopted $5.6 actor beneath the New Chief Accommodation Facility, and (iv) assertive accepted conditions. The accepting of the Proposed Amendments is accountable to the achievement or, area possible, abandonment of assertive altitude set alternating in the Memorandum, including (i) the cancellation of Consents from holders of a majority of the arch bulk of outstanding Absolute Notes, (ii) SAE’s access into an alteration to the Absolute Revolving Acclaim Adeptness to admittance the Proposed Amendments, and (iii) assertive accepted conditions. Neither the accepting of the Proposed Amendments nor the cleanup of the Accord Address is conditioned on the cleanup of the Barter Offer. The Company may terminate, adapt or extend the Barter Activity and Accord Solicitation.
The Barter Activity and Accord Address is alone made, and the Memorandum and Letter of Transmittal will alone be broadcast to, holders who accredit to SAE that: (1) they are “qualified institutional buyers” (or “QIBs”), as authentic in Rule 144A beneath the Balance Act of 1933, or “accredited investors,” as authentic in Regulation D beneath the Balance Act of 1933, or (2) that they are alfresco the United States, and not “U.S. persons”, as authentic in Regulation S beneath the Balance Act of 1933. Holders who admiration to access and complete an accommodation accepting should acquaintance the advice abettor for the Barter Activity and Accord Address Statement, D.F. King & Co., Inc., toll-free at (877) 283-0317 or (212) 269-5550 (for banks and brokers), or via the afterward website: www.dfking.com/sae.
SAE is authoritative the Barter Activity and Accord Address alone through, and pursuant to, the agreement of the Memorandum and the Letter of Transmittal. None of SAE, the banker manager, the trustee for the Absolute Notes, the trustee for the New Notes, the advice agent, the barter agent, or any of their corresponding affiliates or advisers makes any advocacy in affiliation with the Barter Activity or the Accord Solicitation. Anniversary holder charge accomplish its own accommodation as to whether to barter its Absolute Notes and buck Consents and, if so, the arch bulk of the Absolute Notes as to which activity is to be taken. The Barter Activity and Accord Address is not actuality fabricated to holders of Absolute Notes in any administration in which the authoritative or accepting thereof would not be in acquiescence with the securities, dejected sky or added laws of such jurisdiction.
The New Notes, New Guarantees and Shares to be offered accept not been registered beneath the Balance Act of 1933 or any accompaniment balance laws, and unless so registered, may not be offered or awash in the United States or to U.S. bodies except pursuant to an absolution from, or in a transaction not accountable to, the allotment requirements of the Balance Act and applicative accompaniment balance laws. This columnist absolution shall not aggregate an activity to advertise or a address of an activity to buy, nor shall there be any auction of any of these securities, in any administration in which such an offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction.
Forward Attractive Statements
This columnist absolution contains assertive “forward-looking statements” aural the acceptation of the U.S. federal balance laws with account to SAE. These statements can be articular by the use of words or phrases such as “expects,” “estimates,” “projects,” “budgets,” forecasts,” “anticipates,” “intends,” “plans,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and agnate expressions. These advanced statements accommodate statements apropos SAE’s banking condition, after-effects of operations and business and SAE’s expectations or behavior apropos approaching periods and accessible approaching events, including apropos SAE’s adeptness to satisfy, or finer waive, the altitude to the Barter Activity and Accord Address or its adeptness to accomplish in, and the timing to complete, the Barter Activity and Accord Address or any of the restructuring and recapitalization affairs declared in the Memorandum. These statements are accountable to cogent accepted and alien risks and uncertainties that could account absolute after-effects to adapt materially from those declared in, and adumbrated by, this columnist release. Risks and uncertainties that could account absolute after-effects to adapt materially from SAE’s expectations are declared beneath “Risk Factors” and “Cautionary Note Apropos Forward-Looking Statements” in the Memorandum and SAE’s Annual Report on Anatomy 10-K for the budgetary year concluded December 31, 2015, as adapted by Alteration No. 1 thereto. Except as appropriate by applicative law, SAE is not beneath any obligation to, and especially disclaims any obligation to, amend or adapt its advanced attractive statements, whether as a aftereffect of new information, approaching events, changes in assumptions or otherwise.
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