HOUSTON, April 12, 2016 /PRNewswire/ -- ION Geophysical
Corporation (the "Company") (NYSE: IO) today announced that based
on the early tender results for the previously announced exchange
offer (the "Exchange Offer") related to the Company's outstanding
8.125% Senior Secured Second Priority Notes due 2018 (the "Existing
Notes") the Company expects to have sufficient participation in the
Exchange Offer to be able to consummate the Exchange Offer.
The Company is also extending the early tender deadline of the
Exchange Offer to 4:59 P.M., New York
City Time, on Friday, April 15, 2016
(the "Extended Early Tender Deadline") to encourage even greater
participation by any remaining noteholders and to enable them to
receive the full early tender benefits by tendering on or prior to
the Extended Early Tender Deadline.
Under the terms of the Exchange Offer, for each $1,000 principal amount of Existing Notes validly
tendered for exchange and not validly withdrawn by an eligible
holder (an "Exchange Participant") prior to 11:59 P.M., New York City Time, on April 25, 2016, unless extended by the Company,
and accepted for exchange by the Company, the Company will pay the
consideration (the "Exchange Consideration") of (i) $1,000 principal amount of the Company's new
9.125% Senior Secured Second Priority Notes due 2021 (the "New
Notes") plus (ii) either (a) for Existing Notes tendered at or
prior to the Extended Early Tender Deadline, ten (10) shares of the
Company's common stock (the "Early Stock Consideration"), and (b)
for Existing Notes tendered after the Extended Early Tender Date,
seven (7) shares of the Company's common stock (the "Stock
Consideration") (such shares issued as the Early Stock
Consideration or the Stock Consideration, together with the New
Notes, the "New Securities"), upon the terms and subject to the
conditions set forth in the Company's confidential Offer to
Exchange and related Letter of Transmittal, each dated March 28, 2016 (the "Offer Documents").
As part of the Exchange Offer, each Exchange Participant may
tender all or a portion of its Existing Notes for a cash payment in
lieu of the Exchange Consideration upon the terms and subject to
the conditions set forth in the Offer Documents (the "Cash Tender
Option"). The aggregate amount of cash consideration to be paid by
the Company for tendered Existing Notes accepted for purchase
pursuant to the Cash Tender Option is $15.0
million plus accrued and unpaid interest to, but not
including, the settlement date of the Exchange Offer. Based on the
results of tenders received to date, the Company expects the Cash
Tender Option to be fully subscribed.
As of 5:00 P.M., New York City
Time, on Monday, April 11, 2016,
based on information provided by D. F.
King & Co., Inc., the exchange agent and information
agent for the Exchange Offer, approximately $146,385,000, or approximately 83.65%, of the
$175,000,000 aggregate principal
amount of outstanding Existing Notes had been validly tendered and
not withdrawn in the Exchange Offer pursuant to the following
options in the Exchange Offer:
Option
|
Aggregate Amount
Tendered
|
Approximate
Percentage Tendered
|
Exchange
Consideration (New Notes and Common Stock)
|
$55,271,000
|
31.58%
|
Cash Tender
Option
|
$91,114,000
|
52.07%
|
Total
|
$146,385,000
|
83.65%
|
The Existing Notes tendered to date do not reflect the final
results and may be withdrawn prior to the expiration of the
Exchange Offer. Other than the extension of the original
early tender deadline to the Extended Early Tender Deadline, all
other terms of the Exchange Offer remain unchanged.
Pursuant to the previously announced Support Agreement (as
amended, the "Support Agreement"), the Company's obligation to
complete the Exchange Offer is subject to various conditions
including, among others, that holders of the Existing Notes must
tender and deliver Existing Notes and consents representing not
less than 90% of the aggregate principal amount of outstanding
Existing Notes, however, the Company may in its sole discretion
waive this condition if at least 80% of the aggregate outstanding
principal amount of the Existing Notes shall have been tendered and
delivered in the Exchange Offer. Based on the results of
tenders received to date and assuming that none of the Existing
Notes tendered to date are withdrawn, the Company will have
sufficient participation in the Exchange Offer to be able to
consummate the Exchange Offer.
Eligible holders are urged to carefully read the Offer Documents
before making any decision with respect to the Exchange
Offer. None of the Company, the dealer manager, the
information agent and the exchange agent makes any recommendation
as to whether eligible holders should tender or refrain from
tendering their Existing Notes. Eligible holders must make
their own decision as to whether to tender Existing Notes.
The New Securities offered by the Company have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act'), or any state securities laws and, unless so
registered, may not be offered or sold in the United States except pursuant to an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. The
Exchange Offer is not being made to holders of Existing Notes in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. This press release does not constitute an
offer to purchase securities or a solicitation of an offer to sell
any securities or an offer to sell or the solicitation of an offer
to purchase any securities, nor does it constitute an offer or
solicitation in any jurisdiction in which such offer or
solicitation is unlawful.
About ION
ION is a leading provider of
technology-driven solutions to the global oil & gas
industry. ION's offerings are designed to help companies
reduce risk and optimize assets throughout the E&P lifecycle.
For more information, visit iongeo.com.
Contact
Jamey S.
Seely
Executive Vice President, General Counsel and Corporate
Secretary
+1.281.552.3011
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities and Exchange Act of 1934, as amended.
Forward-looking statements are based on current beliefs and
expectations and involve certain assumptions or estimates that
involve various risks and uncertainties, such as risks relating to
the satisfaction of the conditions precedent to completing the
Exchange Offer and the Company's ability to consummate the Exchange
Offer for any of the Existing Notes and other risks discussed in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2015, quarterly reports
on Form 10-Q and other subsequent filings with the Securities and
Exchange Commission. Readers should not place undue reliance
on any such forward-looking statements, which are made only as of
the date hereof. The Company has no duty, and assumes no
obligation, to update forward-looking statements as a result of new
information, future events or changes in the Company's
expectations.
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SOURCE ION Geophysical Corporation