ION Geophysical Corporation (NYSE: IO) (the “Company” or “ION”)
today announced that as of immediately after 11:59 p.m., New York
City time, on March 24, 2021 (the “Early Tender Time”), the Company
had received tenders and consents in its pending offer to exchange
(the “Exchange Offer”) the Company’s 9.125% Senior Secured Second
Priority Notes due 2021 (the “Old Notes”) as set forth in the
following table, for newly issued 8.00% Senior Secured Second
Priority Notes due 2025 (the “New Notes”) and the other
consideration described in the Company’s Prospectus dated as of
March 10, 2021 (the “Prospectus”).
Title of Notes |
|
Aggregate Principal Amount Outstanding |
|
Principal Amount Tendered by Early Tender
Time |
|
Percent Tendered by Early Tender Time |
9.125% Senior Secured Second Priority Notes due 2021 |
|
$ |
120,569,000 |
|
$ |
113,244,000 |
|
93.92% |
As previously announced, the Exchange Offer is
scheduled to expire immediately after 11:59 p.m., New York City
time, on April 8, 2021, unless extended or earlier terminated by
the Company (such date and time, as the same may be extended, the
“Expiration Time”). Eligible holders may tender their Old Notes in
the Exchange Offer until the Expiration Time. Tendered Old Notes
may be validly withdrawn prior to 5:00 p.m., New York city time, on
April 8, 2021 (such date and time, as the same may be extended, the
“Withdrawal Deadline”) but not thereafter, subject to limited
exceptions, unless such time is extended by the Company at it sole
discretion. It is expected that the settlement date will be on or
about April 13, 2021, or as soon as practicable thereafter (such
date and time, as the same may be extended, the “Settlement
Date”).
The Exchange Offer is subject to certain closing
conditions, including participation in the Exchange Offer by at
least 95% of the outstanding principal amount of the Old Notes as
of the Expiration Time (the “Minimum Participation Condition”). The
Minimum Participation Condition has not yet been met. The Company
reserves the right, subject to the consent of the supporting
parties in certain circumstances, to amend or extend the Exchange
Offer, or amend, modify, or waive, in whole or in part, the terms
of the Exchange Offer in any manner not prohibited by law, in
connection with any efforts to achieve the Minimum Participation
Condition.
In conjunction with the Exchange Offer, the
Company also solicited consents (the “Consent Solicitation”) from
holders of Old Notes (“Consents”) to certain proposed amendments to
the indenture governing the Old Notes, dated as of April 28, 2016
(the “Old Notes Indenture”), to eliminate substantially all of the
restrictive covenants and certain of the default provisions
contained in the Old Notes Indenture and to release all collateral
securing the Old Notes (the “Proposed Amendments”). The Company
must receive Consents by holders of Old Notes representing at least
66 2/3% of the outstanding principal amount of the Old Notes to
adopt the Proposed Amendments (the “Requisite Consents”). Based on
the tenders received in the Exchange Offer and the Consents
received in the Consent Solicitation (and assuming all other
conditions to the closing of the Exchange Offer and the Consent
Solicitation have been satisfied or waived), the Company has
received the Requisite Consents necessary for the adoption of the
Proposed Amendments to the Old Notes Indenture.
The description above includes only a summary of
certain key terms of the Exchange Offer and the Consent
Solicitation. The complete terms and conditions of the amended
Exchange Offer are contained in the Prospectus and a registration
statement on Form S-4 for the New Notes, filed by the Company with
the Securities and Exchange Commission on January 29, 2021, as
amended by the Amendment No. 1, file with the Commission on
February 12, 2021, and by the Amendment No. 2, filed with the
Commission on March 3, 2021. Investors are urged to carefully read
the Prospectus before making any decision with respect to the
Exchange Offer and the Consent Solicitation.
Oppenheimer & Co., Inc. is acting as the
dealer manager for the Exchange Offer and solicitation agent for
the Consent Solicitation. The Exchange Offer and the Consent
Solicitation are being made, and the New Notes are being offered
and issued, only to holders of Old Notes. Copies of the Prospectus
pursuant to which the Exchange Offer and the Consent Solicitation
are being made may be obtained from D.F. King & Co., Inc., as
information and exchange agent for the Exchange Offer and the
Consent Solicitation. Questions regarding the terms and conditions
of the Exchange Offer and the Consent Solicitation should be
directed to D.F. King & Co., Inc. at 1 (877) 732-3617 or
ion@dfking.com.
None of the Company, the dealer manager, the
trustee with respect to the Old Notes and the trustee with respect
to the New Notes, the information and exchange agent or any
affiliate of any of them makes any recommendation as to whether
holders of the Old Notes should exchange their Old Notes for New
Notes in the Exchange Offer or deliver Consents in the Consent
Solicitation, and no one has been authorized by any of them to make
such a recommendation. Holders must make their own decision as to
whether to tender Old Notes and deliver Consents and, if so, the
principal amount of Old Notes to tender.
This press release is for informational purposes
only and is not an offer to purchase or a solicitation of an offer
to purchase or sell any securities, nor shall there be any sale of
any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About ION
Leveraging innovative technologies, ION delivers
powerful data-driven decision-making to offshore energy and
maritime operations markets, enabling clients to optimize
investments and results through access to our data, software and
distinctive analytics. Learn more at iongeo.com.
Contacts
ION (Investor relations)
Executive Vice President and Chief Financial OfficerMike
Morrison, +1 281.879.3615mike.morrison@iongeo.com
ION (Media relations)
Vice President, CommunicationsRachel White, +1
281.781.1168rachel.white@iongeo.com
The information herein contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. 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; the Company’s 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 the Company’s
Form 10-K for the year ended December 31, 2020, filed on February
12, 2021, and the Company’s Form S-1 and Form S-4, each filed on
January 29, 2021, and amended on February 12, 2021 and March 3,
2021. Additional risk factors, which could affect actual results,
are disclosed by the Company in its filings with the 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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