SAExploration Holdings, Inc. (NASDAQ:SAEX) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
-
0
SAExploration Holdings, Inc. (NASDAQ:SAEX) Files An 8-K Entry into a Material Definitive Agreement

SAExploration Holdings, Inc. (NASDAQ:SAEX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Equipment Financing

On November 18, 2019, SAExploration, Inc. (“SAExploration”), a subsidiary of SAExploration Holdings, Inc. (the “Company”), financed the purchase of a 30,000 single channel GCL system (the “Equipment”) from GTC, Inc. (“GTC”) to a secured promissory note (the “Promissory Note”) in favor of GTC in the principal amount of $9,973,730.

The Promissory Note bears interest at a fixed rate equal to 7% per annum and matures on January 1, 2023 (the “Maturity Date”). Principal and interest will be due and payable in equal monthly payments of $307,959.83, beginning on February 1, 2020, and each month thereafter until the Maturity Date.

Concurrently with the delivery of the Promissory Note, SAExploration and GTC entered into a Purchase Money Security Agreement (the “Security Agreement”), which granted GTC a security interest in the Equipment to secure SAExploration’s obligations under the Promissory Note.

The foregoing descriptions of the Promissory Note and the Security Agreement are summaries only and are qualified in their entirety by reference to the complete text of (i) the Promissory Note, attached as Exhibit 10.1 hereto, and (ii) the Security Agreement, attached as Exhibit 10.2 hereto, each incorporated herein by reference.

Amendments to Debt Instruments

In connection with the entry into the Promissory Note and the Security Agreement and the acquisition of the Equipment, the Company entered into the following amendments to its debt instruments, in order to, among other things, make certain amendments required to permit the transactions contemplated under the Promissory Note and the Security Agreement:

The foregoing descriptions of the ABL Amendment, the Term Loan Amendment and the Supplemental Indenture are summaries only and are qualified in their entirety by reference to the complete text of (i) the ABL Amendment, attached as Exhibit 10.3 hereto, (ii) the Term Loan Amendment, attached as Exhibit 10.4 hereto, and (iii) the Supplemental Indenture, attached as Exhibit 10.5 hereto, each incorporated herein by reference.

2

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under Item 1.01 of this Current Report on Form 8-K is also responsive to Item 2.03 of this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On November 18, 2019, the Company issued a press release regarding new projects in Alaska, Canada and the Middle East. The press release is attached hereto as Exhibit 99.1 of this Current Report on Form 8-K and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On November 14, 2019, the Board of Directors of the Company appointed Michael Faust as the Company’s Chief Executive Officer and President. Prior to this appointment, Mr. Faust has been serving as the interim President of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press Release dated November 18, 2019.

3


SAExploration Holdings, Inc. Exhibit
EX-10.1 2 d834782dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SECURED PROMISSORY NOTE   $9,…
To view the full exhibit click here