- Current report filing (8-K)
December 22 2009 - 12:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
December
22, 2009 (December 18, 2009)
(Date
of earliest event reported)
GEOKINETICS
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33460
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94-1690082
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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1500 CityWest Blvd., Suite 800
Houston, Texas, 77042
(Address
of principal executive offices)
(713) 850-7600
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
SECTION 1
Registrants Business and Operations
Item 1.01 Entry
into a Material Definitive Agreement.
On December 18, 2009,
Geokinetics Holdings USA, Inc. (f/k/a Geokinetics Holdings, Inc.) (Geokinetics
Holdings), a wholly owned subsidiary of Geokinetics Inc. (Geokinetics and,
collectively with Geokinetics Holdings, we or our) entered into a Debt
Purchase Agreement (the Agreement) with RBC Capital Markets Corporation and
Banc of America Securities LLC, as representatives of the initial purchasers
(the Initial Purchasers), relating to the offer and sale by Geokinetics
Holdings of $300 million aggregate principal amount of its 9.75% senior secured
notes due 2014 (the Notes). We expect
to receive net proceeds from the offering of approximately $286.2 million,
after deducting the Initial Purchasers discounts and commissions and estimated
offering expenses. The Notes will be offered and sold to the Initial Purchasers
and resold only to qualified institutional buyers in compliance with the
exemption from registration provided by Rule 144A under the Securities Act
of 1933, as amended (the Securities Act), and in offshore transactions in
reliance on Regulation S under the Securities Act. The issuance of the Notes is
expected to occur on or about December 23, 2009. The Notes will be issued
pursuant to an indenture among Geokinetics Holdings, Geokinetics and U.S. Bank
National Association, as trustee. Holders of the Notes will be entitled to the
benefits of a registration rights agreement to be executed among Geokinetics
Holdings, Geokinetics and the Initial Purchasers, and upon the execution of a
joinder agreement, by certain of Geokinetics present and future subsidiaries
(the Subsidiaries, and collectively with Geokinetics, the Guarantors).
The Notes will be a senior
secured obligation of Geokinetics Holdings. The Notes will be unconditionally
guaranteed as to principal, premium, if any, and interest by the
Guarantors. Interest on the Notes will
accrue from December 23, 2009, with interest being paid twice a year, on
each December 15 and June 15, beginning June 15, 2010.
Geokinetics Holdings is required to offer to purchase the Notes at 101% of
their aggregate principal amount, plus accrued interest, if our acquisition of
the on-shore seismic and multi-client seismic library business of Petroleum
Geo-Services ASA (the Acquisition) has not been completed on or prior to March 15,
2010 or in the case of certain events related to the Acquisition, as described
in the Preliminary Offering Memorandum.
We plan to use a portion of
the proceeds from the offering and sale of the Notes to finance the cash
portion of the Acquisition and to repay current outstanding indebtedness.
Pending the closing of the Acquisition, the proceeds of the offering will be
placed in escrow.
The Agreement provides that
the obligations of the Initial Purchasers are subject to certain customary
conditions to closing, and the Initial Purchasers are committed to purchase all
of the Notes if any of them are purchased. The Initial Purchasers will not be
required to purchase the Notes in the event of certain customary material
adverse changes affecting our business or market conditions. We and upon the
execution of a joinder agreement, the Subsidiaries, have agreed to indemnify
the Initial Purchasers against certain potential liabilities in connection with
the offering.
The summary of the
foregoing transaction is qualified in its entirety by reference to the
Agreement, which is attached as Exhibit 10.1 hereto and incorporated
herein by reference.
SECTION 5
Corporate Governance and Management
Item 5.03 Amendment to Articles of
Incorporation or Bylaws.
In connection with the
consummation of Geokinetics public offering of 4,000,000 shares of common
stock, Geokinetics amended its Certificate of Incorporation (i) to
reflect changes required by the establishment of a
series of senior preferred stock, $10.00 par value, with the rights,
preferences and privileges stated within the Certificate of Designation of Series C
Senior Preferred Stock attached as Exhibit 4.1 hereto and incorporated
herein by reference, and (ii) to reflect changes required by the amendment
of the rights, preferences and privileges of the Series B Senior
Convertible Preferred Stock, as stated within the Third
Amended Certificate of Designation of Series B Senior Convertible
Preferred Stock attached as Exhibit 4.2 hereto and incorporated herein by
reference.
2
SECTION 7
Regulation FD
Item 7.01.
Regulation FD Disclosure.
On December 18, 2009,
Geokinetics issued a press release announcing the pricing of the offering of
the Notes. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated herein by reference.
On December 21, 2009,
Geokinetics issued a press release announcing that Richard F. Miles, President
and Chief Executive Officer, and Scott A. McCurdy, Vice President and Chief
Financial Officer, are scheduled to present at the Pritchard Capital Seventh
Annual Energize Conference in San Francisco, California on Wednesday, January 6,
2010 at 10:10 a.m. Pacific Time (1:10 p.m. Eastern Time). A copy of the press release is furnished as Exhibit 99.2
hereto and is incorporated herein by reference.
In accordance with General
Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1
and Exhibit 99.2 is deemed to be furnished and shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended.
SECTION 9
Financial Statements and Exhibits
Item 9.01 Financial Statements and
Exhibits.
(d)
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Exhibits:
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4.1
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Certificate of Designation of
Series C Senior Preferred Stock.
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4.2
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Third Amended Certificate of
Designation of Series B Senior Convertible Preferred Stock.
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10.1
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Debt Purchase Agreement dated
December 18, 2009.
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99.1
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Press Release dated
December 18, 2009.
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99.2
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Press Release dated
December 21, 2009.
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GEOKINETICS
INC.
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December
22,
2009
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By:
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/s/
Scott A. McCurdy
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Scott
A. McCurdy
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Vice
President and Chief Financial Officer
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4
Exhibit Index
Exhibit Number
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Title of Document
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4.1
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Certificate of Designation of
Series C Senior Preferred Stock.
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4.2
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Third Amended Certificate of
Designation of Series B Senior Convertible Preferred Stock.
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10.1
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Debt Purchase Agreement dated
December 18, 2009.
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99.1
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Press Release dated
December 18, 2009.
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99.2
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Press Release dated
December 21, 2009.
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5
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