Item 1.01 Entry into a Material Definitive Agreement.

The information set forth below under Item 1.03 of this Current Report on Form 8-K regarding the Restructuring Support Agreement (as defined below) and Backstop Agreement (as defined below) is incorporated herein by reference.

Item 1.03 Bankruptcy or Receivership

On August 27, 2020 (the "Petition Date"), SAExploration Holdings, Inc. ("SAExploration," the "Company," "we," "our," and "us") and certain of our wholly-owned direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions (the "Petition," and the cases commenced thereby, the "Chapter 11 Cases") seeking relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for Southern District of Texas, Houston Division (the "Court") to pursue a Chapter 11 plan of reorganization (the "Plan"). The Debtors have filed a motion with the Court seeking joint administration of the Chapter 11 Cases for procedural purposes only under the caption In re SAExploration Holdings, Inc., et al. (Case No. 20-34306). The Debtors will continue to operate as debtors-in-possession under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and an order of the Court. The Company expects ordinary-course operations to continue substantially uninterrupted during and after the Chapter 11 Cases.

Restructuring Support Agreement

In connection with the Chapter 11 filing, the Company entered into a restructuring support agreement (together with all exhibits, annexes and schedules thereto, in each case as amended, restated, supplemented or otherwise modified from time to time, the "Restructuring Support Agreement"), dated as of August 27, 2020, with (i) the lenders (the "ABL Lenders") of 100% of the advances under that certain Third Amended 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 Credit Agreement"), by and among SAExploration, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company, the Company, the other guarantors party thereto, Cantor Fitzgerald Securities, as administrative agent and collateral agent, and the lenders party thereto, (ii) the lenders (the "Term Loan Lenders" and collectively with the ABL Lenders, the "Supporting Lenders") of approximately 82.4% of the advances 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 Loan Credit Agreement"), by and among the Company, the guarantors party thereto, Delaware Trust Company, as administrative agent and collateral agent, and the lenders party thereto, and (iii) holders (the "Supporting Noteholders" and collectively with the Supporting Lenders, the "Supporting Parties") of 100% 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 (as amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), by and among the Company, the guarantors party thereto, and Wilmington Savings Funds Society, FSB, as trustee and collateral trustee. Capitalized terms used in this section but not otherwise defined herein shall have the meanings ascribed to such terms in the Restructuring Support Agreement.

The Restructuring Support Agreement contemplates the restructuring (the "Restructuring") of the Debtors pursuant to the Plan, the terms of which have been agreed upon by the Company and Supporting Parties. 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, on the terms set forth in the term sheet attached to the Restructuring Support Agreement, (ii) the conversion of the ABL Credit Facility into a new second lien exit facility ("Second Lien Exit Facility") in an aggregate principal


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amount of $20.5 million with the existing lenders under the ABL Credit Facility, and (iii) a rights offering (the "Rights Offering") pursuant to which all eligible holders of loans under the ABL Credit Agreement, loans under the Term Loan Credit Agreement, and Convertible Notes will be offered the opportunity to purchase (the "Subscription Rights") loans to be advanced under the First Lien Exit Facility (the "First Lien Term Loans") and new shares of common stock (the "New Common Shares") in the reorganized Company for an aggregate purchase price of $15 million, with the Rights Offering being backstopped by the Supporting Parties (collectively, the "Backstop Parties") pursuant to the Backstop . . .

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial

Obligation or an Obligation Under an Off-Balance Sheet Arrangement

The commencement of the Chapter 11 Cases described in Item 1.03 above constitutes an event of default that accelerated the Company's obligations under the following debt instruments (collectively, the "Debt Instruments"):





  •   the ABL Credit Agreement;




  •   the Term Loan Credit Agreement; and




  •   the Indenture and the Convertible 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 are automatically stayed as a result of the Chapter 11 Cases, and the creditors' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code and orders of the Court.

Item 3.03. Material Modifications to the Rights of Security Holders

The information set forth above in Item 1.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 7.01, Regulation FD Disclosure.

On August 27, 2020, the Company issued a news release announcing the filing of the Chapter 11 Cases and the signing of the Restructuring Support Agreement. A copy of the news release is being furnished as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed "filed" for the 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, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

The Company cautions that trading in the Company's securities during the pendency of the anticipated 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 anticipated Chapter 11 Cases.

Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. 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.


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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 negotiate, develop, confirm and consummate a plan of reorganization; (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 a plan of reorganization; (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 SEC, including those described under the caption "Risk Factors" in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We do 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

   10.1        Restructuring Support Agreement, dated as of August 27, 2020.

   10.2        Backstop Agreement, dated as of August 27, 2020.

   99.1        News Release, dated as of August 27, 2020.




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