ION announces amended restructuring support agreement
February 11 2021 - 5:47PM
ION Geophysical Corporation (NYSE: IO) today announced an amendment
to the Restructuring Support Agreement that, together with a
separate support agreement with Mr. James Lapeyre, reflects
increasing bondholder support to 92%, from 84% at the time of the
initial announcement, and includes finalized pricing terms. Based
on the 20 trading day VWAP since the initial announcement, the
price to purchase new shares of stock through the rights offering
was set at $2.57 and the conversion price of the new 8% Senior
Secured Second Priority Notes due 2025 (the “New Notes”) was set at
the high end of the collar at $3.00.
The Company also entered into a support
agreement with the lender of its credit facility, PNC Bank (“PNC”),
which will permit the Company to consummate and implement the bond
restructuring transactions.
“We are pleased to have obtained the support of
92% of our bondholders and PNC, and continue to make progress on
our strategic restructuring plan,” said Chris Usher, ION’s
President and Chief Executive Officer. “The conversion price of the
New Notes was set at the high end of the collar, protecting
shareholder equity. We are on track to complete the transactions by
the end of March, which will improve the Company’s platform to
continue execution of our refreshed strategy.”
About ION
Leveraging innovative technologies, ION delivers
powerful data-driven decision-making to offshore energy, ports and
defense industries, enabling clients to optimize operations and
deliver superior returns. Learn more at iongeo.com.
Contacts
ION (Investor relations)
Executive Vice President and Chief Financial
OfficerMike Morrison, +1 281.879.3615 mike.morrison@iongeo.com
ION (Media relations)
Vice President, CommunicationsRachel White, +1
281.781.1168rachel.white@iongeo.com
Registration statements relating to the
securities to be offered in the exchange offer and the rights
offering in connection with the restructuring transactions have
been filed with the Securities and Exchange Commission, but have
not yet become effective. These securities may not be sold
nor may offers to buy be accepted prior to the time the
registration statements become effective. This press release
shall not constitute an offer to sell or a solicitation of an offer
to buy the securities, nor shall there be any offer, solicitation
or sale of the securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful under the
securities laws of such state or jurisdiction. The exchange
offer and the rights offering will be made only by means of a
prospectus. Copies of each such prospectus, when they become
available, will be distributed, as applicable, to our bondholders
and shareholders and may also be obtained free of charge at the
website maintained by the SEC at or by contacting the appropriate
agent for the offerings. Contact information for such agents
will be provided when available.
The information herein contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements may include
information and other statements that are not of historical fact.
Actual results may vary materially from those described in these
forward-looking statements. All forward-looking statements reflect
numerous assumptions and involve a number of risks and
uncertainties. These risks and uncertainties include the risks
associated with the timing and development of ION Geophysical
Corporation's products and services; pricing pressure; decreased
demand; changes in oil prices; agreements made or adhered to by
members of OPEC and other oil producing countries to maintain
production levels; the COVID-19 pandemic; our ability to complete
the Restructuring Transactions and other related matters in a
timely manner, if at all; and political, execution, regulatory, and
currency risks. For additional information regarding these various
risks and uncertainties, see our Form 10-K for the year ended
December 31, 2019, filed on February 6, 2020, and our Forms S-1 and
S-4, filed on January 29, 2021. Additional risk factors, which
could affect actual results, are disclosed by the Company in its
filings with the Securities and Exchange Commission ("SEC"),
including its Form 10-K, Form 10-Qs and Form 8-Ks filed during the
year. The Company expressly disclaims any obligation to revise or
update any forward-looking statements.
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