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.
2