IO ION Geophysical Corporation New

ION Geophysical Corporation (NYSE: IO) (the “Company” or “ION”) today announced the expiration and results of its previously announced Exchange Offer and Rights Offering.

In the Exchange Offer, approximately $113.5 million, or 94.1%, of the existing $120.6 million 9.125% Senior Secured Second Priority Notes due 2021 (the “Old Notes”) were tendered. The majority of the exchange consideration will be in the form of newly issued 8.00% Senior Secured Second Priority Notes due 2025 (the “New Notes”).  

In the concurrent Rights Offering, shareholders exercised subscription rights totaling approximately $45 million, apportioned as approximately $32 million in New Notes and $13 million in ION Common Stock. All over-subscription rights will be exercised without proration as the $50 million limit on proceeds was not exceeded.

Final results of the Exchange Offer and Rights Offering are subject to change pending the finalization of subscription procedures by the subscription agent and will be announced at closing on April 15, 2021.

“We are pleased with the overall level of participation these transactions have received from both our noteholders and shareholders, and we look forward to sharing more detailed information about how this balance sheet restructuring will transform our capital structure once the transaction settles later this week,” said Chris Usher, ION’s President and Chief Executive Officer.

The Rights Offering and Exchange Offer are being made pursuant to registration statements on Form S-1 and Form S-4, respectively, on file with the Securities and Exchange Commission (the “SEC”).  Holders of ION Common Stock and Old Notes may obtain a copy of each prospectus free of charge on the SEC website at www.sec.gov or by contacting D.F. King & Co., Inc. at 1 (877) 732-3617 or ion@dfking.com.

This press release is for informational purposes only and is not an offer to purchase or to sell or a solicitation of an offer to purchase or sell any securities, nor shall there be any offer, solicitation or 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, +1 281.879.3615 mike.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 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, 2020, filed on February 12, 2021, and our 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 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.