SAEXPLORATION HOLDINGS, INC. Item 1.01 Entry into a Material Definitive Agreement
Asset Purchase Agreements
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Pursuant 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)
Pursuant to the CRD Purchase Agreement, SAE agreed to sell the portion of the
Assets specified therein for a purchase price of
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.
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The foregoing description of the Sellers' Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Sellers' Agreement, attached as Exhibit 10.3 hereto, and incorporated herein by reference.
Amendments to Debt Financing Agreements
In connection with the entry into the Purchase Agreements and the consummation of the transactions thereunder, the Company, SAE and certain of the Company's other subsidiaries entered into the following amendments to the Company's debt financing agreements, in order to, among other things, consent to and permit the consummation of the transactions contemplated under the Purchase Agreements and the Sellers' Agreement, to release liens on the Assets, and to provide for the application of the net proceeds of the Purchase Agreements to repay a portion of outstanding indebtedness:
• Amendment No. 6 to the Third Amended and Restated Credit and Security
Agreement dated as of January 10, 2020 (the "ABL Amendment"), by and
among SAExploration, Inc. , as the borrower, the Company, the guarantors
party thereto, and certain lenders constituting the Required Lenders
thereunder;
• Amendment No. 10 to the Term Loan and Security Agreement dated as of
January 10, 2020 (the "Term Loan Amendment"), by and among the Company,
the guarantors party thereto, and certain lenders constituting the
Required Lenders thereunder; and
• Second Supplemental Indenture dated as of January 10, 2020 (the
"Supplemental Indenture"), by and among the Company, the guarantors party
thereto, Wilmington Savings Fund Society , FSB, as trustee and collateral
trustee, and the holders party thereto.
The foregoing descriptions of the ABL Amendment, the Term Loan Amendment and the Supplemental Indenture are summaries only and are qualified in their entirety by reference to the complete text of (i) the ABL Amendment, attached as Exhibit 10.4 hereto, (ii) the Term Loan Amendment, attached as Exhibit 10.5 hereto, and (iii) the Supplemental Indenture, attached as Exhibit 10.6 hereto.
Amendment to Warrant Agreement
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The foregoing description of the Warrant Agreement Amendment is a summary only and is qualified in its entirety by reference to the complete text of the Warrant Agreement Amendment, attached as Exhibit 10.7 hereto.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 above regarding the Purchase Agreements and the sale of the Assets is also responsive to Item 2.01 of this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.
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Item 8.01 Other Events
As previously disclosed, the Company received notices from the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1* Asset Purchase Agreement for the Aklaq and Kuukpik Surveys, dated as
of January 10, 2020 among SAExploration, Inc. , ALASKAN Seismic
Ventures, LLC . and TGS-NOPEC Geophysical Company ASA.
10.2* Asset Purchase Agreement for the CRD Surveys, dated as of
January 10, 2020 among SAExploration, Inc. and TGS-NOPEC Geophysical
Company ASA.
10.3 Sellers Side Letter Agreement, dated as of January 10, 2020 , between
SAE Exploration, Inc. and ALASKAN Seismic Ventures, LLC .
10.4* Amendment No. 6 to Third Amended and Restated Credit and Security
Agreement, dated as of January 10, 2020 among SAExploration, Inc. ,
SAExploration Holdings, Inc. , the other loan parties party thereto and
the lenders party thereto.
10.5* Amendment No. 10 to the Term Loan and Security Agreement, dated as
of January 10, 2020 among SAExploration Holdings, Inc. , the other loan
parties party thereto and the lenders party thereto.
10.6* Second Supplemental Indenture, dated as of January 10, 2020 among
SAExploration Holdings, Inc. , the guarantors party thereto, Wilmington
Savings Fund Society , FSB, as trustee and collateral trustee, and the
holders party thereto.
10.7 Warrant Agreement Amendment, dated as of January 13, 2020 between
SAExploration Holdings, Inc. and Continental Stock Transfer & Trust
Company .
* Certain schedules (or similar attachments) have been omitted pursuant to Item
601(a)(5) of Regulation S-K. A copy of any omitted schedule (or similar
attachment) will be furnished to the SEC upon request.
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