5 Apr 2013listing compliance notice▼ BadMajor
GEOKINETICS INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 Mar 2013debt financing● NeutralMajor
On March 13, 2013, after the Bankruptcy Court's March 12 interim order, the company signed a debtor-in-possession loan agreement for up to $25 million at 9.25% interest with lenders who hold over 70% of the senior secured notes (Cantor Fitzgerald as agent). The loans are to be paid in stock of the reorganized company under the plan or repaid by the earliest of four months after signing, acceleration, or the plan's effective date, and they rank ahead of the noteholders' liens. This is the financing described in the bankruptcy filing and adds to the dilution of the post-reorganization stock.
12 Mar 2013bankruptcy or receivership▼ BadMajor
On March 10, 2013 the company and its domestic subsidiaries filed Chapter 11 petitions in Delaware to carry out the pre-packaged plan agreed in January, which the filing says was approved by a large majority of stakeholders but still needs court approval. The filing triggered automatic acceleration of the $50M credit facility and the $300M 9.75% notes, though enforcement is stayed, and a second amendment gave extra time (45 days to confirm, 60 to take effect). The plan as previously described gives noteholders all the new common stock and cancels existing common, so this continues the wipe-out of current shareholders; the filing itself does not say the plan is confirmed.
7 Feb 2013material agreement● Neutral
On February 4, 2013 the restructuring support agreement was amended to move the deadline to start the vote solicitation on the reorganization plan from January 31 to February 8, 2013. It also adds noteholder termination rights tied to the timing of the Chapter 11 filing and to American Securities and Gates agreeing a shareholders agreement form, with that deadline moved from February 15 to March 15, 2013. This is a timetable adjustment to the January plan, with no change to what shareholders receive as described.
17 Jan 2013material agreement▼ BadMajor
On January 15, 2013 the company signed a Restructuring Support Agreement with holders of over 70% of its $300M 9.75% senior secured notes and with Avista, the largest preferred holder. The planned Chapter 11 plan would swap the notes for 100% of the new common stock (subject to dilution from a management incentive plan and up to $25M of debtor-in-possession financing converting to stock), repay the $50M credit facility from an exit financing, pay general unsecured claims in full, and cancel all preferred stock with a cash payment to holders of certain preferred. Existing common shareholders would receive no distributions and their shares would be canceled. This follows the December 2012 delisting and puts the company on the path to Chapter 11; the plan remains subject to court approval and other conditions.
27 Dec 2012listing compliance notice● NeutralMajor
GEOKINETICS INC's exchange filed to remove a class of its securities from listing.
21 Dec 2012listing compliance notice▼ BadMajor
After the company submitted its compliance plan on November 30, 2012, NYSE MKT rejected it on December 18 and began delisting, also citing a further standard (Section 1003(a)(iv)). The company does not intend to appeal; trading is halted and is to be suspended before the open on December 27, 2012, and the stock can only be quoted over-the-counter if a market maker files a Form 211 that FINRA approves, which is not assured. This resolves the listing-compliance thread negatively. A new CEO, David J. Crowley, is named as the press release contact (inference: he replaced Richard Miles).
29 Oct 2012listing compliance notice▼ BadMajor
On October 23, 2012 NYSE MKT told the company it fails continued listing standards because its stockholders' equity is below the required levels and it has had net losses in recent years. It must submit a plan by November 23, 2012 to regain compliance by April 23, 2014, and the company was still evaluating whether it could submit one; without an accepted plan, delisting proceedings begin.
11 May 2012capital raising announcement● Neutral
On May 9, 2012 Avista and other holders swapped the old Series B and Series C preferred for new Series B-1 and C-1 shares, which the company says was to resolve technical legal questions about earlier issuances and amendments, with the same intended economics. The new B-1 and the amended 2008 warrants have a floor so that conversion/exercise prices cannot be cut below the closing price when Avista commitment warrants are issued; a charter correction was also filed. This relates to the March 2012 Avista commitment.
21 Mar 2012capital raising announcement● NeutralMajor
On March 15, 2012 the company agreed to sell certain North American seismic data to Seismic Exchange, Inc. for $10M cash, keeping 75% of net revenues from the data until it receives $2M or March 7, 2017, then 50%. Separately, on March 16 Avista committed to buy up to $10M more of the 9.75% notes (plus foreign loan facilities) through Jan 1, 2013, for a $300,000 fee and warrants over 190,000 shares per period at a $0.01 exercise price. Closing of the data sale was still subject to conditions.
31 Aug 2011capital raising announcement▼ BadMajor
On August 29, 2011 the company issued 1,041,668 common shares at $3.84 to the new lenders to pay the $4.0M advisory fee from the August credit facility. Because that price was below existing conversion and exercise prices, the Series B preferred conversion price fell to $15.95, the 2008 warrants' exercise price to $9.05, and the 2010 warrants' exercise price to $3.84, which dilutes existing common shareholders.
16 Aug 2011debt financing● NeutralMajor
On August 12, 2011 the company replaced the RBC revolver (held since May by the Whitebox-led lenders) with a new $50.0M amended and restated credit facility, repaying the $50.0M drawn and terminating the old facility. The new loan bears fixed 11.125% interest, matures September 1, 2014, has no financial maintenance covenants and no letters of credit; fees were $1.7M cash plus $0.8M other costs, and a $4.0M advisory fee payable in new common shares, which resolves the forbearance deadline of Aug 22, 2011. The 8-K also furnishes the Q2 2011 results press release (revenue $145.5M).
31 May 2011debt financing▼ BadMajor
On May 24, 2011 the existing RBC revolver lenders assigned their positions to a new lender group with Whitebox Advisors as successor agent. Under Forbearance Agreement and Amendment No. 5, the facility rose to $50M, the company borrowed the full $50M, no more letters of credit will be issued, and the lenders agreed to hold off on remedies for specified defaults until the earlier of August 22, 2011 or an amended and restated credit agreement. Fees are payable to the new lenders and agent. The need for forbearance shows defaults existed under the facility; this continues the waiver sequence, now with new lenders and a short deadline.
5 Apr 2011material agreement▼ BadMajor
On April 1, 2011 the RBC lenders waived the company's failure to deliver audited 2010 financial statements by March 31, but only until April 15, 2011. Amendment No. 4 also resets EBITDA and leverage covenants, requires a plan to address material weaknesses and monitor project economics, shortens the revolver maturity from February 12, 2013 to April 15, 2012, changes interest cost, and adds closing and commitment fees. The same filing furnished 2010 results: Q4 revenue $198.8M, full-year revenue $558.1M (up 9%), full-year EBITDA $22.8M versus $87.0M in 2009, and a $147.5M loss to common holders ($8.46 per share). Management cited cancelled or delayed jobs, crews held on standby, decentralised PGS Onshore integration and a roughly $14M loss on an Indonesia job. Backlog was $558M. This continues the covenant waiver thread and the earlier restatement and weakness issues.
28 Jan 2011material agreement● Neutral
On January 24, 2011 the board approved a standard form of indemnification agreement, under which the company will cover directors and executive officers for expenses, judgments, fines and settlements from their service, to the extent the law allows. It is a governance housekeeping item with no financial figures.
15 Dec 2010capital raising announcement▼ BadMajor
On December 14, 2010, Geokinetics closed a $30M private placement of 120,000 Series D junior preferred shares plus warrants over 3,495,000 common shares (exercise price $9.64, expiring December 2016). Buyers were Avista, PGS, Levant and other existing holders, including directors Webster, Ziegler and a trust affiliated with Harte. The preferred pays 10.50% cash or 11.50% if accrued and must be redeemed December 15, 2016. The press release says proceeds will repay debt and fund general corporate purposes. A special committee of independent directors approved it after receiving a fairness opinion. Separately, Amendment No. 3 to the RBC credit agreement waived the November 2010 EBITDA test and all covenants at December 31, 2010. It sets new monthly tests through 2011, caps 2011 capital spending at $40M, and ties revolver availability to a borrowing base, with $29M outstanding of a $40M limit. A registration rights amendment lets warrant holders demand repurchase on a public common stock offering. This continues the covenant problems flagged in October; the new preferred and warrants add dilution potential for common holders.
5 Oct 2010material agreement▼ BadMajor
On September 30, 2010, the RBC lenders waived the leverage, interest coverage and fixed charge covenant defaults that would otherwise have occurred for the September 2010 quarter. In exchange, new monthly minimum revenue ($50M, $60M, $60M) and cumulative adjusted EBITDA ($7.9M, $17.6M, $30.1M) tests apply through November 30, 2010. The revolver limit stays at $40M with $26M outstanding (up from $9M at June 30). The filing says covenants beyond November 2010 are not set and the company is in talks with lenders about the likelihood of non-compliance in future periods. This continues the June 2010 covenant relief, and the problem is now a waiver rather than a loosening.
24 Aug 2010business combination● Neutral
Geokinetics Holdings USA filed the registration statement for the exchange offer on its $300 million 9.75% senior secured notes due 2014, offering registered notes in exchange for the unregistered ones issued December 23, 2009. The new notes have substantially identical terms and the company receives no proceeds. This continues the open exchange offer obligation from the December 2009 notes, and the filing also references the 10-K/A and 10-Q/A filed August 9, 2010 following the restatement.
5 Aug 2010financial restatement▼ BadMajor
The company said its 2009 quarterly and annual results and its first-quarter 2010 results cannot be relied on, because it did not correctly account for the conversion feature of its Series B-1 and B-2 preferred stock and the warrants tied to Series B-2. These should have been recorded as liabilities at fair value, with value changes flowing through earnings. The company says the corrections are non-cash and do not affect cash or EBITDA, and it will file amended 10-K and 10-Q reports.
2 July 2010material agreement▼ BadMajor
On June 30, 2010 Geokinetics amended the $50M RBC revolving credit facility it took on with the PGS deal. Lenders loosened the leverage, interest coverage and fixed charge covenants for the June and September 2010 quarters, but the interest rate rises by 1.0% and the maximum borrowing drops from $50 million to $40 million; $9 million was drawn at June 30. The need for covenant relief shortly after the acquisition is an inference; the filing itself presents it as added flexibility.
29 Apr 2010asset acquisition disposition● Neutral
A second amendment to the February 2010 report on the PGS Onshore acquisition. It adds pro forma financial information (Exhibit 99.4) and refers back to the earlier-filed PGS Onshore financial statements, and repeats the deal terms: a $202.8 million purchase price (against a $210 million estimate), $183.9 million in cash, and about 2.15 million shares to PGS valued at $9.02 each ($19.4 million). The deal terms match the April 28 amendment, so this adds the pro forma figures rather than changing the deal.
28 Apr 2010asset acquisition disposition● Neutral
This amendment to the February 2010 report adds PGS Onshore financial statements and pro forma figures (incorporated or attached as exhibits) and restates the deal. It changes the accounting value of the shares issued to PGS: 2.15 million shares at a fair market value of $9.02 each, or $19.4 million, rather than $12.11 ($26.1 million). The stated purchase price is now $202.8 million, against the original estimate of $210 million. The $183.9 million cash portion is unchanged.
16 Feb 2010asset acquisition disposition● NeutralMajor
The PGS Onshore acquisition closed on February 12, 2010. The price was $210 million less a $2.8 million working capital adjustment (subject to further adjustment), paid as $183.9 million cash plus 2,153,616 new shares (valued at $12.11, or $26.1 million; about 12% of current shares). The cash came from the $300 million notes released from escrow; the PNC facility was repaid and terminated and replaced with a new $50 million RBC revolving credit facility. PGS can name two directors (none named yet), and the Series B and Series C preferred terms were amended as planned. This resolves the pending acquisition and financing threads.
6 Jan 2010debt financing● Neutral
This amendment repeats the December 23, 2009 report of the $300 million 9.75% senior secured notes due 2014 and adds an Item 2.03 line formally treating the notes as a direct financial obligation. No new terms or figures are added.
28 Dec 2009material agreement● NeutralMajor
On December 23, 2009 Geokinetics' subsidiary Geokinetics Holdings USA closed a private sale of $300 million of 9.75% senior secured notes due December 15, 2014, issued at 98.093% of face value and guaranteed by Geokinetics Inc. and certain subsidiaries. This is the capital markets debt financing planned alongside the PGS Onshore purchase; the filing itself does not say how the money will be used.
16 Dec 2009material agreement● NeutralMajor
Geokinetics agreed on December 14, 2009 to sell 4,000,000 new common shares at $9.25 each through underwriters led by RBC Capital Markets, with a 30-day option for up to 600,000 more. The press release says net proceeds should be about $34.8 million (before any extra shares) and will go toward the cash price of the PGS Onshore purchase, with any remainder for general purposes. The offering is not conditional on the PGS deal closing, and it dilutes existing shareholders.
4 Dec 2009material agreement● NeutralMajor
On December 3, 2009 Geokinetics agreed to buy the onshore seismic data acquisition and multi-client data library business of Petroleum Geo-Services (PGS) for about $210 million: $183.9 million in cash plus roughly 2.15 million shares valued at $12.11 each ($26.1 million). Closing is expected in the first quarter of 2010, with a February 15, 2010 termination date. Geokinetics also received a $275 million bridge financing commitment from RBC Capital Markets, conditional on closing, and says it expects to repay most or all of its existing debt. To support the financing it amended the Series B preferred: the B-1 coupon rises from 8% to 9¾% with conversion price cut from $25 to $20, and the B-2 is to be exchanged for non-convertible redeemable preferred with a coupon of about 12%. B-2 holders also get 750,000 common shares and Avista Capital Holdings and Levant America get a 2% cash fee. After closing PGS becomes the second-largest shareholder after Avista affiliates.
13 Apr 2009business combination● Neutral
Geokinetics gave preliminary notice of a one-time option exchange program, authorized by the board on April 8, 2009, letting eligible employees (including executive officers) swap certain options for a lesser number of new lower-priced options. It needs stockholder approval at the annual meeting set for May 27, 2009, and the company may still decide not to proceed. The attached proxy also covers electing seven directors and ratifying UHY LLP as auditor, and says 10,580,501 common shares plus 399,459 Series B preferred shares (convertible into 3,994,590 common shares) were outstanding on the April 8, 2009 record date.
27 Feb 2009listing compliance notice● Neutral
This amendment corrects two inaccuracies in a February 18, 2009 filing. It restates that on February 23, 2009 the company filed a Second Amended Certificate of Designation placing restrictions on the conversion and voting rights of the Series B-2 preferred stock. The filing says the restrictions were adopted to conform with American Stock Exchange listing provisions. It gives no figures and no further detail on the restrictions or any listing problem.
30 July 2008capital raising announcement● NeutralMajor
On July 28, 2008 Geokinetics sold Avista Capital Partners entities 120,000 shares of new Series B-2 convertible preferred stock plus five-year warrants for 240,000 common shares at $20.00, for $30 million in total. This adds to the Series B preferred first issued to Avista in December 2006, whose conversion terms are now stated: each preferred share converts into 10 common shares at the holder's option. The press release says 377,526 Series B shares are outstanding and the Series B holders have about 38% of the voting stock as-converted, so common shareholders are diluted. Proceeds are intended for the raised $80 million capital budget, working capital and general corporate purposes.