UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 911, 2020 (December 810, 2020)

SAExploration Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-35471	27-4867100
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

13645 N. Promenade Blvd. Stafford, Texas		77477
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (281) 258-4400

(Former Name or Former Address, if Changed Since Last Report)

1160 Dairy Ashford Road, Suite 160

Houston, Texas 77079

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 (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Securities ~~1.01.~~registered ~~Entry~~pursuant ~~into~~to aSection 12(b) ~~Material~~of ~~Definitive~~the ~~Agreement~~Act: None.

AsItem ~~previously reported by SAExploration Holdings, Inc~~1.03 (“SAExploration,” the “Company,” “we,” “our,” and “us”) on August 27, 2020 (the “Petition Date”), the Company and certain of its wholly-owned direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions (collectively, the “Petition,” and the cases commenced thereby, the “Chapter 11 Cases”) seeking relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy ~~Court for Southern District of Texas, Houston Division (the “Court”) to pursue a Chapter 11 plan of reorganization (as amended, restated, supplemented~~ or ~~otherwise modified from time to time, the “Plan”) under the caption In re SAExploration Holdings, Inc~~Receivership. ~~et. al. (Case No. 20-34306).~~

~~Settlement~~As previously reported by SAExploration Holdings, Inc. (“SAExploration,” the “Company,” “we,” “our,” and “us”) on August 27, 2020 (the “Petition Date”), the Company and certain of ~~Potential~~its ~~Claims~~wholly-owned direct and ~~Modification~~indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions (collectively, the “Petition,” and the cases commenced thereby, the “Chapter 11 Cases”) seeking relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”) to ~~Second~~pursue ~~Amended~~a Chapter 11 plan of reorganization (as amended, restated, supplemented or otherwise modified from time to time, the “Plan”) under the caption In re SAExploration Holdings, Inc. et. al. (Case No. 20-34306).

~~Following~~On ~~the Petition Date~~December 10, ~~the Debtors have engaged in negotiations with various stakeholders to achieve a consensual Plan~~2020, ~~including with~~ the AdCourt ~~Hoc~~entered ~~Committee~~an ~~of Term Lenders, which raised certain potential objections to the Plan. These negotiations resulted in a settlement pursuant to Bankruptcy Rule 9019 to resolve the Ad Hoc Committee of Term~~order ~~Lenders’ potential objections to the Plan, which settlement is incorporated in the Debtors’ Second Amended Chapter 11 Plan of Reorganization, as Modified on December 8, 2020~~ (the “~~Plan~~Confirmation ~~Modification~~Order”), ~~which~~confirming ~~provides that~~ the Ad ~~Hoc Committee of Term Lenders will receive a payment in the amount of $625,000 on the effective date of the~~ Plan. Inunder ~~addition,~~Chapter ~~pursuant~~11 ~~to the terms~~ of the ~~settlement,~~Bankruptcy ~~Tegean Capital Management LLC (“Tegean”), a member of the Ad Hoc Committee of Term Lenders, became a party to the Backstop Agreement (as defined below) and will backstop $1~~Code.~~0 million~~ of the First Lien Exit Facility (as defined below) as described in further detail below. Pursuant to the terms of the settlement, the Ad Hoc Committee of Term Lenders will also benefit from certain preemptive rights in the First Lien Exit Facility and the New Organizational Documents (as defined in the Plan).

~~Second~~The ~~Amendment~~Debtors ~~and~~expect ~~Joinder~~that the effective date of the Plan will occur as soon as all conditions precedent to ~~Backstop~~the ~~Commitment~~Plan ~~Agreement~~have been satisfied (defined in the Plan as the “Effective Date”). Although the Debtors are targeting the occurrence of the Effective Date on or before December 31, 2020, the Debtors can make no assurances as to when, or ultimately if, the Plan will become effective. It is also possible that technical amendments could be made to the Plan.

AsThe ~~previously~~following ~~reported,~~is ona ~~the~~summary ~~Petition~~of ~~Date,~~ the ~~Debtors~~material ~~entered~~terms ~~into~~of ~~that certain Restructuring Support Agreement (as amended, restated, supplemented or otherwise modified from time to time,~~ the ~~“Restructuring~~Plan. ~~Support~~The ~~Agreement”)~~summary ~~with~~highlights ~~(i) the~~only ~~lenders (the “ABL Lenders”) under that~~ certain ~~Third~~substantive ~~Amended~~provisions ~~and Restated Credit and Security Agreement, dated as~~ of ~~September 26, 2018 (as amended, restated, supplemented or otherwise modified from time to time,~~ the ~~“ABL~~Plan ~~Credit Agreement”), by~~ and ~~among SAExploration, Inc., the Company, the other guarantors party thereto,~~is ~~Cantor~~not ~~Fitzgerald~~intended ~~Securities,~~to asbe ~~administrative~~a ~~agent~~complete ~~and~~description ~~collateral~~of ~~agent, and~~ the ~~lenders~~Plan. ~~party~~This ~~thereto,~~summary ~~(ii) certain~~is ~~lenders~~qualified ~~(the~~in ~~“Term~~its ~~Loan~~entirety ~~Lenders”~~by ~~and~~reference ~~collectively~~to ~~with~~ the ~~ABL~~full ~~Lenders,~~text ~~the “Supporting Lenders”) under that certain Term Loan and Security Agreement, dated as~~ of ~~June 29, 2016 (as amended, restated, supplemented or otherwise modified from time to time,~~ the ~~“Term~~Plan ~~Loan Credit Agreement”), by~~ and ~~among~~Confirmation ~~the Company~~Order, ~~the~~which ~~guarantors~~are ~~party thereto,~~attached ~~Delaware~~hereto ~~Trust Company,~~ as ~~administrative~~Exhibits ~~agent~~2.1 and ~~collateral agent~~99.1, ~~and the lenders party thereto~~respectively, and ~~(iii) holders (the “Supporting Noteholders” and collectively with the Supporting Lenders, the “Supporting~~incorporated ~~Parties”)~~herein of the outstanding principal amount of those certain 6.00% Senior Secured Convertible Notes due 2023 (the “Convertible Notes”) issued under that certain Senior Secured Convertible Notes Indenture, dated as of September 26, 2018, by ~~and among the Company, the guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee and collateral trustee~~reference.

The ~~Restructuring Support Agreement contemplates that the Company will enter into certain restructuring transactions in accordance with the~~ Plan, ~~including, among other things, (i) the entry into a first lien exit term loan facility (the “First Lien Exit Facility”) in an aggregate principal amount~~ of ~~$15 million,~~Reorganization onand ~~the~~Treatment ~~terms set forth in the term sheet attached to the Restructuring Support Agreement, as modified by the settlement described above, (ii) the conversion~~ of ~~the~~Claims ~~ABL~~and ~~Credit~~Interests ~~Facility into a new second lien exit facility~~

The Plan provides that, among other things, on the Effective Date:

•

The Company’s existing (i) common stock, (ii) Series A Warrants, Series B Warrants, Series C Warrants, Series D Warrants, Series E Warrants and Series F Warrants to purchase common stock of the Company and (iii) right to receive additional Series A Warrants, Series B Warrants, Series C Warrants, Series D Warrants, Series E Warrants and Series F Warrants to purchase common stock of the Company (collectively, the “Company Interests”) will be extinguished, and holders of Company Interests will not receive or retain any distribution, property or other value on account of or consideration in respect of their Company Interests.

•

Holders of allowed priority claims (other than a secured tax claim or an administrative claim) will receive either: (i) payment in full, in cash, of the unpaid portion of such claim or (ii) such other treatment as may otherwise be agreed to by such holder, the Debtors, and the Requisite Creditors (as defined in the Plan).

•

Holders of secured claims (other than secured tax claims, Credit Agreement Claims, Term Loan Claims or Convertible Notes Claims) will receive, at the Debtors’ election with the consent of the Requisite Creditors, either: (i) cash equal to the full allowed amount of such claim, (ii) reinstatement of such holder’s claim, or (iii) the return or abandonment of the collateral securing such claim to such holder.

•

Holders of secured tax claims will receive, at the Debtor’s election with the consent of the Requisite Creditors, either (i) cash equal to the full allowed amount of its claim, (ii) reinstatement of such holder’s secured tax claim, or (iii) the return or abandonment of the collateral securing such claim to such holder.

•

Holders of claims (the “Credit Agreement Claims”) arising on account of the Third Amended and Restated Credit and Security Agreement, dated as of September 26, 2018 (as amended from time to time), among SAExploration Inc., the guarantors party thereto, Cantor Fitzgerald Securities, as administrative agent and collateral agent, and the lenders party thereto will be allowed in the aggregate principal amount of $20,500,000.00, plus any accrued and unpaid interest thereon (“Accrued Interest”). Each holder of a Credit Agreement Claim will receive (i) its pro rata share (measured by reference to the aggregate amount of Credit Agreement Claims) of participation in the Second Lien Exit Facility (as defined in the Plan) in an amount equal to such allowed Credit Agreement Claim, (ii) the right to purchase pursuant to the Rights Offering (as defined in the Plan) up to its pro rata share (measured by reference to the aggregate amount of Credit Agreement Claims and the aggregate amount of Term Loan Claims) of (A) the term loans under the First Lien Exit Facility (as defined in the Plan) and (B) the New First Lien Exit Facility Equity (as defined in the Plan), and (iii) the payment in full in cash on the Effective Date of all Accrued Interest as of the Effective Date.

•

Holders of claims (the “Term Loan Claims”) arising on account of the Term Loan and Security Agreement, dated as of June 29, 2016 (as amended from time to time), among the Company, the guarantors party thereto, Delaware Trust Company, as administrative agent and collateral agent, and the lenders party thereto, will be allowed in the aggregate principal amount of $29,000,000 plus accrued and unpaid interest thereon, fees, expenses and other obligations relating to such claims payable through the Petition Date. Each holder of a Term Loan Claim will receive (i) its pro rata share (measured by reference to the aggregate amount of Term Loan Claims) of 100% of the common stock in the reorganized company (the “New Equity”) under the Plan, subject to dilution by (A) the New First Lien Exit Facility Equity, (B) New Equity issued pursuant to the First

~~(“Second~~ Lien Exit Facility”) Put Option Premium (as defined in anthe ~~aggregate~~Plan) ~~principal~~and ~~amount~~(C) ofawards ~~$20.5 million~~related ~~with~~to ~~the~~New ~~existing~~Equity ~~lenders~~issued under the ~~ABL~~post-Effective ~~Credit~~Date ~~Facility~~management incentive plan, and (~~iii~~ii) a ~~rights~~the ~~offering~~right ~~(the “Rights~~to ~~Offering”)~~purchase pursuant to ~~which~~the ~~all~~Rights ~~eligible~~Offering ~~holders~~up ofto ~~loans~~its ~~under~~pro ~~the~~rata ~~ABL~~share ~~Credit~~(measured ~~Agreement~~by ~~and~~reference ~~loans~~to ~~under~~ the ~~Term~~aggregate ~~Loan~~amount ~~Credit~~of ~~Agreement~~Term ~~will~~Loan beClaims ~~offered~~and the ~~opportunity~~aggregate toamount ~~purchase~~of ~~(the~~Credit ~~“Subscription~~Agreement ~~Rights”~~Claims) ~~loans~~of to(A) ~~be advanced~~the term loans under the First Lien Exit Facility ~~(the “First Lien Term Loans”)~~ and ~~new shares of common stock~~ (~~the “New Common Shares”~~B) in the ~~reorganized~~New ~~Company~~First ~~for~~Lien anExit ~~aggregate~~Facility ~~purchase price of $15 million, with the Rights Offering being backstopped pursuant to the Backstop Agreement~~Equity.

As• ~~previously~~Claims ~~reported, on~~ (the ~~Petition~~“Convertible ~~Date,~~Notes ~~the~~Claims”) ~~Company entered~~arising ~~into~~on ~~that~~account ~~certain~~of ~~Backstop~~the ~~Commitment~~Company’s ~~Agreement~~6.00% ~~(as~~Senior ~~amended,~~Secured ~~restated,~~Convertible ~~supplemented~~Notes ordue ~~otherwise~~2023 ~~modified~~will ~~from~~be ~~time~~discharged, ~~to time~~cancelled, ~~the~~released ~~“Backstop~~and ~~Agreement”)~~extinguished, ~~with~~and ~~the~~will ~~Supporting~~be ~~Parties~~of ~~(the~~no ~~“Backstop~~further ~~Parties”),~~force ~~pursuant~~or ~~to which~~effect. ~~the~~No ~~Backstop~~distribution ~~Parties~~will ~~agreed~~be tomade ~~backstop~~on ~~$15 million~~account of ~~the~~any ~~Rights~~Convertible ~~Offering.~~Notes Claims.

In• ~~connection~~Claims with the filing of the Plan Modification with the Court, on December 8, 2020, the Debtors entered into that certain Second Amendment and Joinder to Backstop Commitment Agreement by and among the Debtors, the Backstop Parties party thereto and Tegean (the “~~Backstop~~PPP ~~Amendment~~Loan Claims”). ~~Pursuant~~relating to the ~~Backstop~~unsecured ~~Amendment,~~note ~~the~~dated ~~Backstop~~as ~~Agreement~~of ~~was~~May ~~amended to provide for Tegean to become a Backstop Party for all purposes under the Backstop Agreement; provided~~8, ~~however~~2020, ~~Tegean~~between ~~will~~SAExploration ~~not~~Inc. ~~be entitled to any of the fee~~ and ~~expense~~Texas ~~reimbursement~~Champions ~~provisions~~Bank ~~in the Backstop Agreement, nor~~ will ~~Tegean~~ be ~~entitled to any backstop commitment premium under the Backstop Agreement~~reinstated. The Backstop Agreement, as amended by the Backstop Amendment, also provides that Tegean will purchase term loans under the First Lien Exit Facility and New First Lien Exit Facility Equity for which the Ad Hoc Committee of Term Lenders receive but do not exercise subscription rights pursuant to the Rights Offering, with any remaining term loans under the First Lien Exit Facility and New First Lien Exit Facility Equity that are not purchased in the Rights Offering being purchased by the Backstop Parties other than Tegean in accordance with the Backstop Agreement.

~~Copies~~• Holders of ~~the~~general ~~Plan~~unsecured ~~Modification~~claims ~~and~~will ~~the~~be ~~Backstop~~discharged, ~~Amendment~~cancelled, ~~are~~released ~~attached as Exhibit 10.1~~ and ~~Exhibit 10.2~~extinguished, ~~respectively,~~and ~~to this~~will ~~Current~~be ~~Report on Form 8-K. The foregoing descriptions~~ of ~~the~~no ~~Plan~~further ~~Modification~~force ~~and~~or ~~the~~effect. ~~Backstop~~No ~~Amendment~~distribution ~~are~~will ~~only summaries, do not purport to~~ be ~~complete~~made ~~and~~on ~~are~~account ~~qualified~~of inany ~~their~~general ~~entirety~~unsecured ~~by reference to the Plan Modification and the Backstop Amendment~~claims.

~~Item~~• ~~8.01.~~Any ~~Other~~claim ~~Events~~against a Debtor pursuant to section 510(b) of the Bankruptcy Code (a “Section 510(b) Claim”) will be discharged, canceled, released, and extinguished and will be of no further force or effect, and holders of Section 510(b) Claims will not receive any distribution on account of such Section 510(b) Claims.

~~The~~• ~~Company~~Intercompany ~~cautions~~claims ~~that~~will ~~trading~~be inreinstated ~~the~~or, ~~Company’s~~at ~~securities during~~ the ~~pendency~~Reorganized ofDebtors’ ~~the~~(as ~~anticipated~~defined ~~Chapter~~in 11the ~~Cases~~Plan) ~~is highly~~option, ~~speculative and poses substantial risks~~cancelled. ~~Trading~~No ~~prices~~distribution ~~for~~will ~~the~~be ~~Company’s~~made ~~securities~~on ~~may~~account ~~bear~~of ~~little~~any orintercompany noclaims ~~relationship~~other tothan in the ~~actual~~ordinary ~~recovery,~~course ifof ~~any,~~business ~~by holders~~ of the ~~Company’s~~Reorganized ~~securities~~Debtors, inas ~~the anticipated Chapter 11 Cases~~applicable.

•

Intercompany interests will be reinstated or, at the Reorganized Debtors’ option, cancelled. No distribution will be made on account of any intercompany interests.

Unless otherwise specified, the treatment set forth in the Plan and Confirmation Order will be in full satisfaction of all claims against and interests in the Debtors, which will be discharged on the Effective Date.

Additional information regarding the classification and treatment of claims and interests can be found in Article III of the Plan.

Capital Structure

Pursuant to the Plan, the Company Interests outstanding immediately before the Effective Date will be cancelled and of no further force or effect after the Effective Date. As of December 1, 2020, there were 6,612,332 shares of common stock and 154,376 Series A Warrants, 154,376 Series B Warrants, 3,122,417 Series C Warrants, 4,734,991 Series D Warrants, 25,319,122 Series E Warrants and 517,135 Series F Warrants outstanding. Under the Plan, the Debtors’ new organizational documents will become effective on the Effective Date. The Company’s new organizational documents will authorize the Company to issue New Equity, certain of which will be issued pursuant to the Plan, in the amounts, and on the terms, set forth in the Plan on the Effective Date. In addition, on the Effective Date, the Company will enter into a stockholders agreement and registration rights agreement with certain holders of the New Equity.

Settlement, Releases and Exculpations

The Plan incorporates an integrated compromise and settlement of claims. Unless otherwise specified, the settlement, distributions, and other benefits provided under the Plan, including the discharge, release exculpation, and injunction provisions included therein, are in full satisfaction of all claims and causes of action that could be asserted.

The Plan provides discharge, release, exculpation, and injunction provisions for the benefit of the Debtors, certain of the Debtors’ claimholders, other parties in interest and various parties related thereto, each in their capacity as such, from various claims and causes of action, as further set forth in Article VIII of the Plan.

Certain Information Regarding Assets and Liabilities of the Company

Information regarding the assets and liabilities of the Company as of the most recent practicable date is hereby incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the Securities and Exchange Commission on November 16, 2020.

Forward-Looking Statements

This Current Report on Form 8-K contains “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~~. All statements other than statements of historical facts included in this Current Report on Form 8-K are forward looking statements. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected.

Among those risks, trends and uncertainties are: (i) the Company’s ability to obtain Court approval with respect to motions or other requests made to the Court in the Chapter 11 Cases, including maintaining strategic control as debtor-in-possession; (ii) the ability of the Company and its subsidiaries to consummate the Plan; (iii) the effects of the Company’s bankruptcy filing on the Company and on the interests of various constituents; (iv) Court rulings in the Chapter 11 Cases in general; (v) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings; (vi) risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to ~~confirm and~~ consummate athe ~~plan of reorganization~~Plan; (vii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations; (viii) increased advisory costs to execute the Company’s reorganization; (ix) the impact on the Company’s ability to access the public capital markets; and (x) other factors disclosed by the Company from time to time in its filings with the Securities and Exchange Commission, including those described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company does not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
ExhibitNumber		Description
10.1		Debtors’ Second Amended Chapter 11 Plan of Reorganization, as modified on December 8, 2020.
2.1		Debtors’ Second Amended Chapter 11 Plan of Reorganization, as modified on December 8, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2020)
10.2		Second Amendment and Joinder to Backstop Commitment Agreement dated as of December 8, 2020.
99.1		Ordering Confirming Chapter 11 Plan of Reorganization for SAExploration Holdings, Inc. and Its Debtor Affiliates

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.

Date: December 911, 2020

SAEXPLORATION HOLDINGS, INC.

/s/ John A. Simmons

John A. Simmons

Chief Financial Officer and Vice President

Filing Compare · SAExploration Holdings, Inc.