3 June 2022listing compliance notice● NeutralMajor
ION GEOPHYSICAL CORP's exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 May 2022debt financing▼ BadMajor
On May 18, 2022 NYSE Regulation moved to delist ION's common stock because its average market value over 30 trading days fell below the $15M minimum, and trading on the NYSE was suspended after the close that day. The stock may trade on the OTC Expert Market as IOGPQ. ION has a right to ask an NYSE board committee to review, and NYSE will apply to the SEC to delist after the procedures, including any appeal. This follows the Chapter 11 filing; the filing is labelled Item 2.04 but the content is a listing notice.
12 May 2022listing compliance notice▼ Bad
ION GEOPHYSICAL CORP withdrew a registration statement, abandoning the offering it covered.
22 Apr 2022listing compliance notice▼ Bad
On Apr 18, 2022 the NYSE told ION it is monitoring the late 2021 annual report (10-K) for up to six months from its due date, and may start delisting at any time. The stock stays listed for now with an "LF" (late filing) indicator. This adds to the earlier NYSE notices on market value and share price, and comes days after the Chapter 11 filing.
13 Apr 2022bankruptcy or receivership▼ BadMajor
ION and three subsidiaries filed voluntary Chapter 11 cases in the Southern District of Texas on Apr 12, 2022, after signing a Restructuring Support Agreement with credit facility lenders (about 100% of the loans) and holders of about 80% of the 2025 notes. This ends the forbearance talks. The plan contemplates either a debt-for-equity exchange paired with possible asset sales, or a sale of substantially all assets, funded by a $2.5M super-priority debtor-in-possession loan from some of the supporting creditors. The filing accelerated $15.6M under the credit agreement and $116.2M of 2025 notes (enforcement is stayed). The company warns shareholders could see a significant or complete loss, but the filing does not set out a specific treatment for common stock.
5 Apr 2022debt financing▼ BadMajor
On Apr 4, 2022 the credit facility lenders and holders of over 79% of the 2025 notes again extended forbearance on the unpaid Dec 15, 2021 interest, this time only to Apr 10, 2022. The Dec 2021 interest remains unpaid, and ION says it is still discussing a sale, business combination or asset sales, possibly in or out of court. The short extension is an inference-level sign that the talks have not been settled.
9 Mar 2022debt financing▼ BadMajor
ION extended forbearance on Feb 15, 2022 to Mar 8, then PNC sold its entire credit facility position to certain holders of the 2025 notes (assignment dated Mar 7, 2022), with Ankura Trust Company replacing PNC as agent. ION released and indemnified PNC. The new lenders, and holders of over 79% of the 2025 notes, extended forbearance on the missed Dec 15, 2021 interest to Apr 4, 2022. The senior credit facility is now held by some of the same holders as the second-priority notes, though the filing does not say what this means for the restructuring outcome.
4 Feb 2022listing compliance notice▼ BadMajor
On Jan 31, 2022 the NYSE told ION its average closing share price had been under $1.00 for 30 trading days; the average to Jan 28, 2022 was $0.94. ION has six months to get back above $1.00, possibly longer if shareholder approval is needed, and must tell the NYSE within 10 business days whether it intends to cure. Shares keep trading, but the NYSE would start delisting steps if compliance is not restored. This is a second listing problem alongside the December 2021 market value and equity notice.
18 Jan 2022debt financing▼ BadMajor
On Jan 14, 2022 ION got forbearance (a promise not to act on a default) until Feb 15, 2022 from PNC and from holders of over 79% of the 2025 notes, over the unpaid Dec 15, 2021 interest. PNC's deal waives a cross default; ION pays down $2.5M, cutting the facility commitment to $16.85M, with interest moving to a 6.25% base rate from February. The filing says ION is discussing strategic alternatives including a sale, a business combination or asset sales, in or out of court. It also furnished a press release on expected Q4 2021 revenue, but the amounts are not in this text.
23 Dec 2021listing compliance notice▼ BadMajor
On Dec 20, 2021 the NYSE told ION it is below listing standards because its average market value is under $50M and its stockholders' equity is also under $50M. This is the same kind of notice received in March 2020, whose cure period was in the context. ION plans to tell the NYSE by Jan 4, 2022 that it will submit a plan to cure the shortfall within six months of the notice; the plan is due within 45 days, and the NYSE then has 45 days to accept or reject it. Shares keep trading meanwhile, but the filing gives no assurance the listing is kept.
16 Dec 2021debt financing▼ BadMajor
ION chose not to pay the Dec 15, 2021 due date on its old 9.125% notes ($7.7M principal and interest combined) or the $4.6M interest on the 8.00% 2025 notes. The company says the 2021 notes miss does not trigger a cross default on its other debt or credit facility, and the 2025 notes carry a 30-day grace period. ION ties the deferral to the strategic alternatives review announced Sept 15, 2021, which it says may lead to transactions to improve its capital structure. This reverses the April 2021 restructuring, which was meant to settle the 2021 maturity.
26 Apr 2021material agreement▼ Bad
On Apr 26, 2021, just after the restructuring closed, ION signed an at-the-market agreement with H.C. Wainwright & Co. to sell up to $10.0M of new common stock over time, with the agent taking a 3% commission on shares sold. This is the share sale described in the prospectus supplement filed the same day. Any sales would add shares on top of the 28.8M outstanding after the restructuring; the filing does not say how much will be sold or what the money is for.
22 Apr 2021capital raising announcement▲ GoodMajor
On Apr 20, 2021 ION completed the restructuring. Holders of $113.5M (about 94.1%) of the $120.6M old notes exchanged them for $84.7M of new 8.00% notes due Dec 15, 2025, 6.1M shares and $20.7M of cash. The rights offering raised $41.8M, and the backstop parties got 5% fees in kind. In total $116.2M of new notes and 10.9M shares were issued, leaving 28.8M shares outstanding, and ION expects about $14M of net proceeds. The 95% tender condition was apparently waived or reduced (inference). This resolves the 2021 maturity, but the new notes convert at about $3.00, the holder of one Series A preferred share can appoint two independent directors, and the share count is far higher than before.
3 Mar 2021business combination● Neutral
ION filed another amendment to its S-4, apparently including full-year 2020 financial statements. The visible text is only XBRL tagging data, and the rest was truncated, so no new deal terms can be confirmed from it. A later filing says the final prospectuses were dated March 10, 2021.
18 Feb 2021material agreement● NeutralMajor
On Feb 16, 2021 ION agreed to sell 2,990,001 new common shares at $3.50 each in a registered direct offering, for about $10.5M gross, to be used for working capital and general corporate purposes. A.G.P./Alliance Global Partners is placement agent and gets a 6% cash fee. This is new equity separate from the restructuring's $2.57 rights offering, and it dilutes existing shareholders.
12 Feb 2021debt financing▲ GoodMajor
On Feb 11, 2021 ION signed an amended restructuring support agreement with holders of about 90% of the second lien notes, and with James Lapeyre Jr., bringing committed tenders to about 92%. It fixed the new-share deal price at $2.57 and the new notes' conversion price at $3.00 per share. ION also signed a support agreement with PNC, its revolving lender, to amend the credit agreement at closing so the new notes and cash payments can be made. This firms up the December plan; shareholder dilution is possible (inference), and the exchange has not yet closed.
12 Feb 2021business combination● NeutralMajor
ION filed Amendment No. 1 to its S-4 for the exchange of its $120.6M 9.125% second lien notes due 2021 into new 8.00% second priority notes due 2025. Support from noteholders has grown from about 84% to about 90%, and with a separate agreement with James Lapeyre Jr. the committed tender rate is 92%, against the 95% needed. Terms are unchanged ($150 cash, $850 of new notes, and $35 in cash, stock at $2.57 or new notes), the rights offering of up to $50M continues, and dates are still blank, so nothing has closed.
29 Jan 2021business combination● NeutralMajor
On Jan 29, 2021 ION filed an S-4 registering the exchange offer from the December 2020 restructuring agreement. It offers to exchange all $120.6M of 9.125% second lien notes due 2021 for $150 cash, $850 of new 8.00% senior secured second priority notes due 2025 and $35 in cash, stock at $2.57 per share, or new notes, with up to $106.7M of new notes registered. A rights offering for up to $50M of new notes or stock at $2.57 per share is run alongside. The offer needs at least 95% of old notes tendered, and holders of about 84% have committed to tender. The filing is a preliminary prospectus with dates left blank, so nothing has closed yet. Note the filing calls the new notes 8.00% senior secured second priority notes, while the December 8-K called them convertible notes. Christopher Usher now signs as President and CEO, replacing Brian Hanson.
23 Dec 2020debt financing▼ BadMajor
On Dec 23, 2020 ION signed a Restructuring Support Agreement with holders of about 84% of its 9.125% second lien notes due 2021 ($120.6M outstanding). Each $1,000 note would get $150 cash, $850 of new 8.0% second lien convertible notes due Dec 15, 2025, and $35 in cash, stock or new notes at ION's option, plus accrued interest. Shareholders would also get a rights offering for up to $50M of new convertible notes or stock. Conversion price is a 25% premium to the deal price, between $1.80 and $3.00. Noteholders get the right to name two independent directors, and ION will seek approval to raise authorized shares at a special meeting planned for February. This addresses the Dec 2021 maturity that the Aug 2018 PNC extension was conditioned on; for shareholders it means probable dilution from conversion and stock issuance (inference), and completion is still subject to conditions.
9 Apr 2020material agreement● NeutralMajor
On Apr 7, 2020 ION settled its decade-long patent lawsuit with WesternGeco. WesternGeco dismisses the suit, licenses the patents and lifts the injunction blocking US manufacture of DigiFIN. In return ION will pay from future multi-client library revenue: a small percent of 2D late sales for 10 years and a majority of ION's revenue share on the joint Mexico reimaging product. This resolves the WesternGeco litigation thread; no cash sum is stated, and the cost shows up as lost future revenue.
1 Apr 2020listing compliance notice▼ BadMajor
On Mar 30, 2020 the NYSE told ION it is below continued listing standards because its average market cap was under $50M over 30 trading days and stockholders' equity was also under $50M. ION says its market cap was above $50M before the COVID-19 market decline. It plans to submit a plan within 45 days to regain compliance within 18 months; shares keep trading on the NYSE meanwhile, but delisting is possible if the plan is not accepted. This is a second NYSE low-value notice after the Jul 2017 one, whose outcome the earlier context did not show.
8 Feb 2019security holder rights change● Neutral
On Feb 4, 2019 ION extended the expiry of the 1,820,000 warrants issued Feb 21, 2018 by one year, from Mar 21, 2019 to Mar 21, 2020. The $33.60 exercise price is unchanged. This continues the warrant dilution thread from the Feb 2018 offering: the possible new shares stay available for another year, which holders of the warrants benefit from.
1 Nov 2018asset acquisition disposition▼ BadMajor
ION reported Q3 2018 results: revenue of $47.2M (down 23% from $61.1M), net loss of $7.5M ($0.54 per share), and Adjusted EBITDA of $13.0M versus $27.1M a year earlier. The company attributes the drop to the Panama license round not yet being announced, a pause in Mexico spending after the presidential election, and cautious E&P spending. Liquidity was $72.8M ($30.0M cash plus $42.8M undrawn availability on the amended $50.0M revolver). The release confirms the Feb 2018 equity offering netted $47.0M, the $28.5M third lien notes were retired and the $10.0M revolver balance repaid, leaving $120.6M of second lien notes due Dec 2021 as the main long-term debt. This resolves the open thread on repaying the 2018 notes. The filing is an earnings release; no asset was bought or sold.
21 Aug 2018debt financing▲ GoodMajor
On Aug 16, 2018 ION and PNC signed a Third Amendment to the PNC revolving credit facility. It pushes maturity from Aug 22, 2019 to Aug 16, 2023 (conditional on retiring or extending the 9.125% second lien notes due Dec 15, 2021), raises the maximum from $40.0M to $50.0M, lifts the multi-client data library borrowing limit from $15.0M to $28.5M, and adds the Mexican subsidiary as a borrower (up to $5.0M of receivables). Interest rate maximums stay at 3.00% (domestic) and 4.00% (LIBOR), with room to fall to 2.00% and 3.00% depending on leverage. This continues the PNC facility history (Aug 2014, First Amendment Aug 2015, Second Amendment Apr 2016) and gives ION more borrowing room and a later deadline, though the extension depends on dealing with the 2021 second lien notes.
16 Feb 2018material agreement● NeutralMajor
On Feb 16, 2018 ION priced an underwritten public offering of 1,820,000 shares plus warrants for 1,820,000 more shares, sold together at $27.50 per share and warrant, for expected gross proceeds of $50,050,000. The warrants are exercisable at $33.60 and expire March 21, 2019. Proceeds are meant to repay the Senior Secured Third-Priority Lien Notes due May 15, 2018 (an inference: these are the $28.5M of old notes left after the 2016 exchange), with the rest for general corporate purposes. This adds new shares and warrants for existing holders to absorb. The $27.50 price implies a reverse share split since the 2015 sub-$1 price (an inference, not stated in the filing).
21 July 2017listing compliance notice▼ BadMajor
On July 20, 2017 the NYSE told ION it is below continued-listing standards because its average market value was under $50M over 30 trading days and its last reported shareholders' equity was also under $50M. ION plans to submit a plan within 45 days to regain compliance within 18 months. Shares keep trading meanwhile, but if the NYSE rejects the plan, suspension and delisting procedures would follow. This is a new listing issue, separate from the 2015 $1.00 price notice, whose outcome was not seen.
2 May 2017material agreement termination● Neutral
ION ended its $20M at-the-market stock program with Evercore, effective May 2, 2017. No shares were ever sold under it and ION has no further obligations, so the potential extra share issuance never happened. This closes the December 2016 program.
22 Dec 2016material agreement● Neutral
ION set up an at-the-market program under which it may sell up to $20M of common stock through Evercore at market prices, paying a 2.0% commission, with proceeds for general corporate purposes. ION is not obliged to sell any shares. Any sales would add shares and dilute existing holders (an inference).
28 Apr 2016capital raising announcement▲ GoodMajor
The exchange closed on April 28, 2016. ION accepted $146,503,000 of the $175M old notes (about 83.72%). It swapped $120,569,000 for the same amount of new 9.125% notes due Dec 15, 2021 plus 1,205,477 new shares, and paid $15M cash to buy back $25,934,000 of old notes. $28,497,000 of old notes remain outstanding, now with a third-priority lien and most covenants removed. ION received no cash proceeds. By simple arithmetic (an inference), note face value fell from $175M to about $149.1M, with most of it pushed out to 2021. This resolves the exchange thread.
28 Mar 2016material agreement● NeutralMajor
ION formally launched the noteholder exchange agreed in February, on revised terms. Holders of the 8.125% 2018 notes get $1,000 of new 9.125% second-priority notes due 2021 plus 7 shares per $1,000, or 10 shares if tendered by April 11, 2016 (the Feb deal said 10 shares flat). The offer expires April 25, 2016, and the old notes' lien would drop to third priority rather than being removed. The $15.0M cash option (Dutch auction at $430-$600 per $1,000) is unchanged. The filing also reports that S&P cut ION to CC on March 1 because it saw the exchange as a potential selective default, and that Wilmington Savings Fund Society replaced Wilmington Trust as trustee. This continues the Support Agreement thread.