ION Geophysical Corporation (NYSE: IO) (the “Company” or “ION”)
today announced the successful completion of its previously
announced offer to exchange (the “Exchange Offer”) the Company’s
9.125% Senior Secured Second Priority Notes due 2021 (the “Old
Notes”) for newly issued 8.00% Senior Secured Second Priority Notes
due 2025 (the “New Notes”) and the other consideration in the form
of cash and ION common stock, as described in the Company’s
Prospectus dated as of March 10, 2021 (the “Exchange Offer
Prospectus”) and its previously announced rights offering (the
“Rights Offering”) to its holders of common stock, par value $0.01
per share (the “Common Stock”) to purchase (i) $2.78 principal
amount of the New Notes per Right, at a purchase price of 100% of
the principal amount thereof or (ii) 1.08 shares of Common Stock
per Right, at a purchase price of $2.57 per whole share of Common
Stock, as described in the Company’s Prospectus dated as of March
10, 2021 (the “Rights Offering Prospectus” and, together with the
Exchange Offer Prospectus, the “Prospectuses”).
“We are extremely pleased with the outcome of
the transactions, which strengthens our platform and supports our
focus to grow and diversify the business,” said Chris Usher, ION’s
President and Chief Executive Officer. “Not only does the exchange
extend the maturity to 2025 with a lower coupon, but also provides
a path to convert nearly all our debt to equity as we execute our
strategy over the next couple years. On behalf of ION, I would like
to sincerely thank all our stakeholders, as this transformation
would not have been possible without their strong support and
participation. We remain optimistic about promising growth
opportunities to continue evolving our core business and
diversifying into new markets associated with the energy
transition, sustainability and digitalization.”
In the Exchange Offer, an aggregate principal
amount of $113,472,000, or approximately 94.1%, of the $120,569,000
outstanding Old Notes were accepted for exchange for
(i) $84,652,000 aggregate principal amount of its New Notes,
(ii) 6,116,369 shares of the Company’s Common Stock, including
1,542,201 shares issued as the Early Participation Payment and
4,574,168 shares issued as stock consideration in lieu of New
Notes, and (iii) $20,659,722 paid in cash, including $3,595,250 of
accrued and unpaid interest that became due on the Old Notes as
part of the exchange. The Company has accepted for exchange all
such Old Notes validly tendered and not validly withdrawn in the
Exchange Offer as of the expiration time on April 12, 2021 at 11:59
p.m. New York City time. The amendment to the indenture governing
the Old Notes will be effective on such date. Pursuant to the
Exchange Offer, post-closing, the Company will make an offer to
participants to repurchase New Notes at par for up to 50% of the
proceeds raised in excess of $35 million from the Rights Offering
valued at $3,417,643.
In the concurrent Rights Offering, an aggregate
amount of $41,835,286 of Rights (including over-subscriptions) was
validly exercised by the holders of the Company’s Common Stock,
$30,081,000 allocated in New Notes and $11,754,286 allocated in
4,573,652 shares of ION Common Stock. All over-subscription
rights were exercised without proration as the $50 million limit on
proceeds was not exceeded. Backstop parties were paid 5% backstop
fees, in kind, resulting in the issuance of an additional
$1,460,000 aggregate principal amount of New Notes and 215,241
shares of Common Stock.
In total, $116,193,000 in aggregate principal
amount of New Notes and 10,905,262 shares of Common Stock were
issued and delivered through the clearing systems of the Depository
Trust Company today. ION will receive approximately $14 million in
net proceeds from the transactions after deducting noteholder
obligations, estimated transaction fees and accrued and unpaid
interest paid on the Old Notes. Post transactions, a total of
28,811,207 shares of Common Stock are outstanding as of April 20,
2021.
The Rights Offering and Exchange Offer were made
pursuant to registration statements on Form S-1 and Form S-4,
respectively, on file with the Securities and Exchange Commission
(the “SEC”). To obtain a copy of the Rights Offering Prospectus and
the Exchange Offer Prospectus free of charge, visit the SEC website
at www.sec.gov or contact 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, +1 281.879.3615mike.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 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'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; and political, execution, regulatory, and currency risks.
For additional information regarding these various risks and
uncertainties, see the Company’s Annual Report on Form 10-K for the
year ended December 31, 2020, filed with the SEC on February 12,
2021, and the Company’s Registration Statements on Form S-1 and
Form S-4, each filed with the SEC on January 29, 2021, and amended
on February 12, 2021 and March 3, 2021, and the Prospectuses, each
filed with the SEC on March 10, 2021. Additional risk factors,
which could affect actual results, are disclosed by the Company in
its filings with the SEC, including its Annual Report on Form 10-K
and any Quarterly Report on Form 10-Q and Current Report on Form
8-K subsequently filed with the SEC during the year. The Company
expressly disclaims any obligation to revise or update any
forward-looking statements.
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