SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCBB: SAEXW) (“SAE” or the
“Company”) today announced that it intends, subject to market and other
conditions, to sell up to $150 million aggregate principal amount of its
senior secured notes in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933 and in
offshore transactions pursuant to Regulation S under the Securities Act
of 1933. The notes will be guaranteed by each of SAE’s existing and
future domestic restricted subsidiaries and will be secured by a lien on
substantially all of the assets of SAE and the guarantors, subject to
certain exceptions and permitted liens. These liens, however, will be
contractually subordinated to a first priority lien on certain assets
that may secure a new credit facility that SAE and the guarantors will
be permitted to enter into in the future.
SAE plans to use the net proceeds of the offering of the notes (i) to
repay certain of its existing indebtedness, (ii) to fund the purchase of
equipment related to its Alaska operations, (iii) to pay related fees
and expenses and (iv) for general corporate purposes.
The notes have not been registered under the Securities Act of 1933 or
the securities laws of any state and may not be offered or sold in the
United States absent registration or an exemption from the registration
requirements of the Securities Act of 1933 and applicable state
securities laws. This press release does not constitute an offer to sell
or the solicitation of an offer to buy the notes, nor shall there be any
sale of the notes in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification of
the notes under the securities laws of any such jurisdiction.
About SAExploration Holdings, Inc.
SAE is an internationally-focused oilfield services company offering a
full range of vertically-integrated seismic data acquisition and
logistical support services in remote and complex environments
throughout Alaska, Canada, South America, Southeast Asia and Africa. In
addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component
seismic data on land, in transition zones and offshore in depths up to
5,000 feet, SAE offers a full suite of logistical support and in-field
processing services, such as program design, planning and permitting,
camp services and infrastructure, surveying, drilling, environmental
assessment and reclamation and community relations. SAE operates crews
around the world, performing major projects for its blue-chip customer
base, including major integrated oil companies, national oil companies
and large independent oil and gas exploration companies. Operations are
supported through a multi-national presence in Houston, Alaska, Canada,
Peru, Colombia, Bolivia, Brazil, New Zealand and Malaysia. For more
information, please visit SAE’s website at www.saexploration.com.
The information in SAE’s website is not, and shall not be deemed to be,
a part of this notice or incorporated in filings SAE makes with the
Securities and Exchange Commission.
Forward Looking Statements
This press release contains certain "forward-looking statements" within
the meaning of the federal securities laws. These statements can be
identified by the use of words or phrases such as "believes,"
"estimates," "expects," "intends," "anticipates," "projects," "plans
to," “will,” “should” and variations of these words or similar words.
These forward-looking statements may include statements regarding SAE’s
financial condition, results of operations and business and SAE’s
expectations or beliefs concerning future periods. These statements are
subject to risks and uncertainties which may cause actual results to
differ materially from those stated in this release. These risks and
uncertainties include fluctuations in the levels of exploration and
development activity in the oil and gas industry, intense industry
competition, a limited number of customers, the need to manage rapid
growth, delays, reductions or cancellations of service contracts,
operational disruptions due to seasonality, weather and other external
factors, crew productivity, the availability of capital resources,
substantial international business exposing SAE to currency fluctuations
and global factors including economic, political and military
uncertainties, the need to comply with diverse and complex laws and
regulations, and other risks incorporated by reference to SAE’s filings
with the Securities and Exchange Commission. As to the offering of the
notes, these risks and uncertainties also include the completion or
success of the offering and the sale of the notes, and the anticipated
terms of the notes and the offering. Certain risks and uncertainties
related to SAE’s business are or will be described in greater detail in
SAE’s filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Except as required by applicable law, SAE is not under any obligation
to, and expressly disclaims any obligation to, update or alter its
forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise.
SAExploration Holdings, Inc.
Ryan Abney, (281) 258-4409
President, Capital Markets & Investor Relations
Source: SAExploration Holdings, Inc.