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

Asset Purchase Agreements

On January 10, 2020 (the “Closing Date”), SAExploration, Inc. (“SAE”), a wholly-owned subsidiary of SAExploration Holdings, Inc. (the “Company”), ALASKAN Seismic Ventures LLC (“ASV” and, collectively with SAE, the “Sellers”) and TGS-NOPEC Geophysical Company ASA (“TGS”) entered into an Asset Purchase Agreement for the Aklaq and Kuukpik Surveys (the “Aklaq/Kuukpik Purchase Agreement”), and SAE and TGS entered into an Asset Purchase Agreement for the CRD Surveys (the “CRD Purchase Agreement” and, collectively with the Aklaq/Kuukpik Purchase Agreement, the “Purchase Agreements”). to the Purchase Agreements, the Sellers sold seismic data and related assets for the Aklaq, Kuukpik and CRD Surveys (the “Assets”) to TGS.

to the Aklaq/Kuukpik Purchase Agreement, the Sellers agreed to sell the portion of the Assets specified therein (the “Aklaq/Kuukpik Survey Data”) to TGS for a purchase price payable as follows: (i) $14.5 million paid to SAE on behalf of the Sellers in cash on the Closing Date, and (ii) earn-out payments (the “Earn-Out Amount”) in an amount of up to $5 million to be paid to SAE on behalf of the Sellers based on the licensing fees related to the licensing of the Aklaq/Kuukpik Survey Data following the Closing Date in an amount in excess of $15 million of licensing fees. The Aklaq/Kuukpik Purchase Agreement also provides TGS with a right of first refusal to purchase certain assets from the Sellers for a period of four years following the Closing Date.

to the CRD Purchase Agreement, SAE agreed to sell the portion of the Assets specified therein for a purchase price of $500,000 paid to SAE in cash on the Closing Date.

The Purchase Agreements contains certain representations and warranties regarding the capacity of the parties to enter into the Purchase Agreements and to consummate the transactions contemplated thereunder, as well as with respect to the ownership of the Assets.

The Sellers have generally agreed to indemnify TGS for breaches of warranties contained in the Aklaq/Kuukpik Purchase Agreement and SAE has generally agreed to indemnify TGS for breaches of warranties contained in the CRD Purchase Agreement, in each case subject to certain survival periods and other limitations. In addition, under the Aklaq/ Kuukpik Purchase Agreement, the Sellers have retained all liabilities relating to periods prior to the Closing Date, and under the CRD Purchase Agreement, SAE has retained all liabilities relating to periods prior to the Closing Date.

The foregoing description of the Purchase Agreements is a summary only and is qualified in its entirety by reference to the complete text of the Aklaq/Kuukpik Purchase Agreement and the CRD Purchase Agreement, attached as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated herein by reference.

Sellers’ Agreement

In connection with their entry into the Aklaq/Kuukpik Purchase Agreement, the Sellers entered into an agreement (the “Sellers’ Agreement”) with respect to the Sellers’ post-closing indemnification obligations under the Aklaq/Kuukpik Purchase Agreement. The Sellers’ Agreement also provides that SAE will receive all of the proceeds paid or payable under the Aklaq/Kuukpik Purchase Agreement, which proceeds will be credited by SAE towards outstanding amounts owed to it by ASV.

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The foregoing description of the Sellers’ Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Sellers’ Agreement, attached as Exhibit 10.3 hereto, and incorporated herein by reference.

Amendments to Debt Financing Agreements

In connection with the entry into the Purchase Agreements and the consummation of the transactions thereunder, the Company, SAE and certain of the Company’s other subsidiaries entered into the following amendments to the Company’s debt financing agreements, in order to, among other things, consent to and permit the consummation of the transactions contemplated under the Purchase Agreements and the Sellers’ Agreement, to release liens on the Assets, and to provide for the application of the net proceeds of the Purchase Agreements to repay a portion of outstanding indebtedness:

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 10.4 hereto, (ii) the Term Loan Amendment, attached as Exhibit 10.5 hereto, and (iii) the Supplemental Indenture, attached as Exhibit 10.6 hereto.

Amendment to Warrant Agreement

On January 13, 2020, the Company entered into an amendment (the “Warrant Agreement Amendment”) to that certain Warrant Agreement (the “Warrant Agreement”) dated as of December 11, 2019, by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. The Warrant Agreement Amendment revised the definition of “Shareholder Approval” contained in the Warrant Agreement.

The foregoing description of the Warrant Agreement Amendment is a summary only and is qualified in its entirety by reference to the complete text of the Warrant Agreement Amendment, attached as Exhibit 10.7 hereto.

The information set forth in Item 1.01 above regarding the Purchase Agreements and the sale of the Assets is also responsive to Item 2.01 of this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.

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As previously disclosed, the Company received notices from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) on August 16, 2019 and November 19, 2019 stating that because the Company had not timely filed its Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2019 and September 30, 2019 (the “Delinquent Filings”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to timely file all required public financial reports with the Securities and Exchange Commission.

On January 10, 2020, the Company received a letter from Nasdaq stating that, based on Nasdaq’s further review and the materials submitted to Nasdaq by the Company, Nasdaq has granted the Company an extension to file the Delinquent Filings and regain compliance with the Listing Rule on or before February 11, 2020.

(d) Exhibits.

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SAExploration Holdings, Inc. Exhibit
EX-10.1 2 d868935dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT FOR THE AKLAQ AND KUUKPIK SURVEYS BY AND AMONG SAEXPLORATION,…
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