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): April 410, 2022

ION Geophysical Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of Incorporation)

1-12691

(Commission

file number)

22-2286646

(I.R.S. Employer

Identification No.)

4203 Yoakum Blvd., Suite 100, Houston, Texas 77006~~-5455~~

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (281) 933-3339

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:

☐	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))
☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	IO	New York Stock Exchange

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

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 1.01 . Entry into a Material Definitive Agreement.

AsRestructuring ~~previously~~Support disclosed, on December 16, 2021, ION Geophysical Corporation (the “Company” or “ION”) elected to miss the December 15, 2021 due date to pay the outstanding principal and interest on its 9.125% Notes (the “2021 Notes”), and the interest payment on its 8.00% Senior Secured Second Priority Notes due in 2025 (the “2025 Notes”). Missing payment on the 2021 Notes did not result in any cross default on the Company’s outstanding indebtedness or its credit facility. Under the 2025 Notes, the Company had a 30-day grace period to cure missed interest payments.Agreement

On ~~January~~April 1412, 2022, ION Geophysical Corporation (the “Company” ~~and~~or ~~PNC~~“ION”)), ~~Bank~~GX Technology Corporation, ~~National~~ION ~~Association~~Exploration Products (U.S.A.), and I/O Marine Systems, Inc. (collectively, with the Company, the “~~PNC~~Company Parties”), entered into a ~~Forbearance and~~ ~~Fifth~~Restructuring ~~Amendment~~Support toAgreement (the “Restructuring Support Agreement”) with (i) certain lenders (the “Supporting Lenders”) party to that certain Revolving Credit and Security Agreement dated as of August 22, 2014 (~~as amended,~~ the “Credit Agreement”), ~~pursuant~~among toION, ~~which~~as ~~PNC~~borrower, ~~agreed~~each ~~(i)~~of toION’s ~~waive,~~subsidiary ~~through~~borrowers ~~and~~party ~~including~~thereto, ~~February~~Ankura 15Trust Company, ~~2022~~LLC, aas ~~cross~~agent ~~default~~for ~~that~~the ~~would~~Supporting ~~have~~Lenders, ~~occurred~~and ~~under~~ the ~~Credit~~Supporting ~~Agreement~~Lenders party thereto and (ii) tocertain ~~other~~holders ~~changes to~~ (the ~~terms~~“Supporting Holders”) of ~~the~~ION’s ~~Credit~~outstanding ~~Agreement~~8. ~~Also~~000% onSenior ~~that~~Secured ~~date,~~Second ~~the~~Priority ~~Company~~Notes ~~entered~~due ~~into~~2025 ~~a Forbearance Agreement~~ (the “2025 Notes ~~Forbearance Agreement~~”), ~~with~~issued ~~holders~~pursuant to that certain indenture dated as of ~~more~~April ~~than~~20, ~~79%~~2021, among ION, as issuer, each of ~~its~~the ~~2025~~guarantors ~~Notes~~party tothereto, ~~forbear~~UMB ~~until~~Bank, ~~February~~National 15Association, ~~2022~~as ~~from~~trustee, ~~enforcing~~and UMB Bank, orNational ~~taking~~Association, ~~any~~as ~~action~~collateral agent, and the holders from time to ~~direct~~time party thereto (the ~~2025~~Supporting ~~Notes~~Lenders ~~indenture~~and ~~trustee~~the Supporting Holders are referred to ~~enforce~~collectively herein as the “Supporting Creditors”). Upon entry into the Restructuring Support Agreement, ~~their~~the ~~rights~~Supporting Lenders held, in the aggregate, approximately 100% of the aggregate outstanding principal amount of the loans under the Credit Agreement, and ~~remedies~~the ~~arising~~Supporting asHolders aheld, ~~result~~in the aggregate, approximately 80% of the ~~missed~~aggregate ~~interest~~outstanding ~~payment~~principal amount of the 2025 Notes. Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings given to them in the Restructuring Support Agreement.

OnThe ~~February~~Restructuring ~~15,~~Support ~~2022,~~Agreement ~~the~~contemplates ~~Company and PNC entered into~~ a ~~Second Forbearance and~~financial ~~Sixth~~restructuring ~~Amendment~~of to the ~~Credit~~Company ~~Agreement,~~(the ~~pursuant~~“Restructuring”) to ~~which~~be ~~PNC~~effected ~~agreed~~in ~~(i)~~accordance towith ~~waive,~~the ~~through~~terms ~~and~~set ~~including~~forth ~~March~~in 8,the ~~2022,~~chapter a11 ~~cross~~plan ~~default~~of ~~that~~reorganization ~~would~~(as ~~have~~may ~~occurred~~be ~~under~~amended, ~~the~~supplemented, ~~Credit~~or ~~Agreement~~otherwise ~~and~~modified ~~(ii)~~from totime ~~other changes~~ to time, the ~~terms~~“Plan”) ofand the ~~Credit~~commencement ~~Agreement.~~by ~~Also on that date,~~ the Company ~~entered~~Parties ~~into~~of ~~Amendment~~voluntary ~~No.~~cases 1(the to“Chapter ~~the~~11 ~~2025~~Cases”) ~~Notes Forbearance Agreement~~under ~~with~~chapter ~~holders~~11 of ~~more~~title ~~than~~11 ~~79%~~ of ~~its~~the ~~2025~~United ~~Notes~~States toBankruptcy ~~forbear~~Code ~~until~~in ~~March~~the 8,United ~~2022~~States ~~from~~Bankruptcy ~~enforcing,~~Court orfor ~~taking any action to direct~~ the ~~2025~~Southern ~~Notes~~District ~~indenture trustee to enforce, their rights and remedies arising as a result~~ of Texas (the ~~missed~~“Bankruptcy ~~interest payment~~Court”).

OnThe ~~March~~Restructuring 9,is ~~2022,~~anticipated ~~the Company announced that PNC sold and assigned~~ to ~~certain~~be ~~holders~~implemented ofin ~~ION’s~~accordance ~~2025~~with ~~Notes (~~the ~~“Purchasing~~Restructuring ~~Lenders”)~~Support ~~all~~Agreement ~~of PNC’s advances, rights, duties, obligations~~ and ~~commitments under~~ the ~~Credit~~related ~~Agreement,~~Definitive ~~pursuant~~Documents ~~to the terms and conditions of that certain Master Commitment Transfer Supplement, dated~~ (as ofdefined ~~March~~in ~~7, 2022, among PNC and~~ the ~~Purchasing~~Restructuring ~~Lenders. In~~Support ~~connection with such transfer~~Agreement), ~~ION~~including ~~and~~the ~~certain~~Plan ~~of its affiliates, PNC~~ and ~~Ankura~~the ~~Trust~~Disclosure ~~Company~~Statement, ~~LLC (“Ankura”) entered into an Agency Transfer Agreement dated as of March 8~~which, ~~2022,~~among ~~pursuant~~other ~~to which Ankura replaced PNC as agent under the Credit Agreement. As part of the foregoing~~things, ~~ION agreed to release and indemnify PNC from any and all claims related to the Credit Agreement.~~contemplate:

On● ~~March 9, 2022, the Company announced that it had entered into a First Amendment to the Second Forbearance and Seventh Amendment~~ (~~the “First Amended Forbearance Agreement”~~i) toa ~~the~~debt-for-equity ~~Credit~~exchange ~~Agreement~~paired with the ~~Purchasing~~potential ~~Lenders.~~sale Byof ~~the~~certain ~~First~~Company ~~Amended~~assets ~~Forbearance Agreement, the Purchasing Lenders agreed~~ to ~~waive,~~one ~~through~~or ~~and~~more ~~including~~third ~~April~~parties 4,or ~~2022,~~(ii) a ~~cross~~sale ~~default~~of ~~that~~substantially ~~would~~all ~~have~~of ~~occurred under~~ the ~~Credit Agreement by virtue of ION’~~Company's ~~missing,~~assets; and ~~still not having paid, the interest payment on the 2025 Notes that was due on December 15, 2021.~~

On● ~~March 9, 2022,~~ the ~~Company~~provision ~~announced~~by ~~that~~certain itof ~~entered into Amendment No. 2 to~~ the ~~Forbearance Agreement~~ ~~(the~~Supporting ~~“2025~~Creditors ~~Notes Forbearance Agreement Amendment No. 2”) with holders~~ of ~~more~~a ~~than 79% of its 2025 Notes. By the 2025 Notes Forbearance Agreement Amendment No.~~ $2, ~~the joining noteholders agreed to forbear (subject to certain early termination events) until April 4~~500, ~~2022 from enforcing~~000, orsenior ~~taking any action to direct the 2025 Notes indenture trustee to enforce~~secured, ~~their~~super ~~rights~~priority ~~and~~debtor ~~remedies~~in ~~arising~~possession asfinancing ~~a result of ION’s failure to make the December 15, 2021 interest payment due on the 2025 Notes~~facility.

~~Second~~The ~~Amendment~~Restructuring Support Agreement contains certain covenants on the part of each of the Company Parties and the Supporting Creditors, including commitments by the Supporting Creditors to vote in favor of the ~~Second~~Plan ~~Forbearance~~and commitments of the Company Parties to negotiate in good faith to finalize the documents and agreements governing the Restructuring. The Restructuring Support Agreement also provides for certain conditions to the obligations of the parties and for termination upon the occurrence of certain events, including, without limitation, the failure to achieve certain milestones and certain breaches by the parties under the Restructuring Support Agreement.

OnAlthough ~~April 5, 2022,~~ the Company ~~issued~~Parties aintend ~~press release announcing that it had entered into a Second Amendment~~ to ~~the~~pursue ~~Second Forbearance (~~the ~~“Second~~Restructuring ~~Amended~~in ~~Forbearance~~accordance ~~Agreement”) related to the Company’s Credit Agreement~~ with the ~~lenders~~terms ~~and~~sets ~~agent~~forth ~~thereunder.~~in ~~A copy of~~ the ~~press~~Restructuring ~~release~~Support ~~is attached hereto as Exhibit 99.1. By the Second Amended Forbearance~~ Agreement, ~~the~~there ~~lenders~~can ~~have~~be ~~agreed~~no toassurance ~~waive, through and including April 10, 2022, a cross default~~ that ~~would have occurred under~~ the ~~Credit~~Company ~~Agreement~~Parties bywill ~~virtue~~be ofsuccessful ~~ION’s~~in ~~missing,~~completing ~~and still not having paid,~~ the ~~interest~~Restructuring ~~payment~~in onsuch ~~the 2025 Notes that was due on December 15, 2021~~manner.

The ~~foregoing~~ description ofcontained ~~the~~herein ~~Second~~is ~~Amended~~for ~~Forbearance~~informational ~~Agreement~~purposes ~~does~~only and is not ~~purport~~an offer to bebuy ~~complete~~or ~~and~~the issolicitation ~~subject~~of an offer to sell any securities of the Company or the Company Parties. The foregoing description is not complete and is qualified in its entirety by reference to the ~~complete~~full text of the ~~Second~~Restructuring ~~Amended~~Support ~~Forbearance~~ Agreement, including each of the exhibits attached thereto, a copy of which is ~~being~~ filed herewith as Exhibit 10.1 ~~hereto~~ and is incorporated herein by reference.

~~2025~~Chapter ~~Notes~~11 ~~Forbearance Amendment~~Filing

~~In the~~On ~~same~~ April 512, ~~press release referenced above~~2022, the Company ~~announced~~Parties ~~that~~(referred ~~it had entered into Amendment No. 3~~ to ~~Forbearance~~as ~~Agreement~~the (“~~Amendment No. 3~~Debtors”) ~~with~~filed ~~holders~~the ofChapter ~~more~~11 ~~than~~Cases ~~79%~~in ofthe ~~its~~Bankruptcy ~~2025 Notes~~Court. ByThe ~~Amendment~~Debtors ~~No.~~have 3,filed ~~the~~a ~~joining~~motion ~~noteholders~~with ~~agree~~the toBankruptcy ~~forbear~~Court ~~(subject~~seeking tojoint ~~certain~~administration ~~early~~of ~~termination~~the ~~events)~~Chapter ~~until~~11 ~~April~~Cases ~~10,~~under ~~2022 from enforcing, or taking any action to direct~~ the ~~2025~~caption ~~Notes~~In ~~indenture~~re: ~~trustee to enforce, their rights and remedies arising as a result of~~ ION’s ~~failure~~GEOPHYSICAL ~~to make the December 15~~CORPORATION, ~~2021~~et ~~interest payment due on the 2025 Notes~~al.

The ~~foregoing~~Debtors ~~description~~will ofcontinue ~~Amendment~~to ~~No.~~operate 3their ~~does~~business ~~not~~as ~~purport~~“debtors-in-possession” tounder bethe ~~complete~~jurisdiction ~~and~~of isthe ~~subject~~Bankruptcy toCourt and ~~qualified~~ in ~~its~~accordance ~~entirety~~with ~~by reference to~~ the ~~complete~~applicable ~~text~~provisions of ~~Amendment~~the ~~No.~~Bankruptcy 3Code toand ~~Forbearance~~the ~~Agreement,~~orders ~~a copy~~ of ~~which~~the isBankruptcy ~~filed as Exhibit 10~~Court.~~2 hereto and is incorporated herein by reference.~~

~~ION~~The ~~remains~~foregoing indescription ~~continuing~~of ~~discussions with~~ the ~~holders~~Chapter of11 ~~its~~Cases ~~2025~~is ~~Notes~~not complete and ~~other~~is ~~indebtedness~~qualified ~~regarding~~in ~~various~~its ~~strategic~~entirety ~~alternatives~~by reference to ~~strengthen~~the ~~its~~full ~~financial~~text ~~position~~of ~~and~~the ~~maximize~~Disclosure ~~stakeholder~~Statement ~~value.~~and ~~These~~the ~~strategic alternatives include~~Plan, ~~among~~a ~~others,~~copy aof ~~sale~~each orof ~~business~~which ~~combination~~is ~~transaction~~included oras ~~sales~~an ofexhibit ~~assets,~~to ~~any~~the ofRestructuring ~~which~~Support ~~may~~Agreement befiled ~~executed~~herewith as ~~part~~Exhibit 10.1, and each of anwhich ~~in-court~~is orincorporated ~~out-of-court~~herein ~~restructuring~~by ~~process~~reference.

Item 21.03. ~~Creation~~Bankruptcy ~~of a Direct Financial Obligation~~ or ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Receivership.

The information ~~set~~disclosed ~~forth~~under in Item 1.01 above is incorporated herein by reference.

Item 2.04. Triggering Events ~~That~~that Accelerate or Increase a Direct Financial Obligation ~~or an Obligation~~ under an Off-Balance Sheet Arrangement.

The ~~information~~filing ~~set~~of ~~forth~~the inChapter ~~Item~~11 ~~1.01~~Cases described above isconstitutes ~~incorporated~~an ~~herein~~event byof ~~reference.~~default that accelerates the Company’s obligations under the following debt instruments (the “Debt Instruments”):

~~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~~$15.6 ~~These~~million ~~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~~outstanding ~~forward-looking~~aggregate ~~statements.~~principal ~~All~~amount ~~forward-looking~~under ~~statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include~~ the ~~risks~~Credit 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; the ultimate benefits of our completed restructuring transactionsAgreement; ~~political, execution, regulatory,~~ and currency risks; the outcome or changes, if any, of our consideration of various strategic alternatives; and the impact to our liquidity in the current uncertain macroeconomic environment, including the war in Ukraine. 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 Forms 10-Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021, filed on May 6, 2021, August 12, 2021, and November 3, 2021, respectively. 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.

●

$116.2 million in outstanding aggregate principal amount of the 2025 Notes.

The Debt Instruments provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments will be automatically stayed as a result of the Chapter 11 Cases, and the creditors’ right of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.

Item 7.01. Regulation FD Disclosure.

In connection with the matters described herein, the Supporting Holders under the Company’s 2025 Notes and the Supporting Lenders under the Company’s Credit Agreement agreed to not exercise any remedies under such documents through April 12, 2022. On April 11, 2022, the Company issued a press release announcing these forbearance extensions. The full text of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

On April 12, 2022, the Company issued a press release announcing entry into the Restructuring Support Agreement and the filing of the Chapter 11 Cases. The full text of the press release is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.

The Company previously entered into confidentiality agreements (collectively, the “NDAs”) with the Supporting Creditors. Pursuant to the NDAs, the Company has agreed to publicly disclose certain information, including material non-public information disclosed to such Supporting Creditors (the “Cleansing Material”), upon the occurrence of certain events as set forth in the NDAs. A copy of the Cleansing Material is furnished herewith as Exhibit 99.3 to this Current Report on Form 8-K. Certain of the Cleansing Material, due to the passage of time, changes in the Company’s facts and circumstances, or otherwise, may no longer be relevant to an evaluation of the Company, its businesses or the proposed Restructuring. All interested parties are encouraged to read all filings and information related to the Chapter 11 Cases, including the Plan and the Disclosure Statement, as they become available and which can be found at the agent website described below.

At the request of the Supporting Creditors, the Company is also disclosing its initial 13-week cash forecast, which is furnished herewith as Exhibit 99.4 to this Current Report on Form 8-K. This forecast is subject to change without notice. All interested parties are encouraged to read all filings and information related to the Chapter 11 Cases as they become available and which can be found at the agent website described below.

Court filings and other information related to the Chapter 11 Cases are available at https://dm.epiq11.com/IONGeo, by calling (855) 604-1746 (toll free) or +1 (503) 597- 7702 (international), or sending an email to iongeoinfo@epiqglobal.com.

The information in this Item 7.01, including Exhibits 99.1 to 99.4, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Cautionary Note Regarding the Company’s Common Stock

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. The Company expects that its equity holders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Forward Looking Statements

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 Company’s ability to consummate the Restructuring Transactions; the Company’s ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court; the ability of the Company to confirm and consummate the Plan; the Company’s ability to comply with the milestones set forth in the Restructuring Support Agreement; the effects of the Chapter 11 Cases on the Company’s liquidity or results of operations or business prospects; the effects of the Chapter 11 Cases on the Company’s business and the interests of various constituents; the length of time that the Company will operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; increased levels of employee attrition during the Chapter 11 Cases; 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; the ultimate benefits of our completed restructuring transactions; political, execution, regulatory, and currency risks; the outcome or changes, if any, of our consideration of various strategic alternatives; and the impact to our liquidity in the current uncertain macroeconomic environment, including the war in Ukraine. 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 Forms 10-Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021, filed on May 6, 2021, August 12, 2021, and November 3, 2021, respectively. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	~~Second~~Restructuring ~~Amendment~~Support ~~to the Second Forbearance~~Agreement, dated April 412, 2022, including Disclosure Statement and Plan.
10.2	Amendment No. 3 to Forbearance Agreement, dated April 4, 2022
99.1	Press Release, dated April 11, 2022
99.1	Press Release, dated April 5, 2022
99.2	Press Release, dated April 12, 2022
99.3	Cleansing Material
99.4	13-week Forecast dated April 11, 2022.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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 thereunto duly authorized.

ION GEOPHYSICAL CORPORATION By: /s/ Matthew Powers Matthew Powers Executive Vice President, General Counsel and Corporate Secretary Date: April 513, 2022

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