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.
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.
27 Oct 2009capital raising announcement● NeutralMajor
On October 23, 2009 ION signed a binding term sheet with BGP (a China National Petroleum Corporation subsidiary and long-time customer) for a joint venture in ION's land-based seismic equipment business. BGP would pay $108.5 million cash for 51% of the JV, buy shares at $2.80 to reach 19.99% held with any shares from the bridge loan and warrant, and arrange a new $100.0 million credit line and a refinancing of the term loan (about $106.3 million outstanding at Sept 30, 2009). Alongside, the sixth credit amendment raised the revolver from $100.0 million to $140.0 million, added Bank of China as a lender, and relaxed or waived some covenants. ION drew a $40.0 million convertible bridge loan from Bank of China on Oct 27, 2009 and issued BGP a warrant. Closing is subject to US and Chinese approvals including CFIUS review, with an outside date of March 31, 2010 and a $5.0 million break-up fee for either side. This follows the mid-2009 financing scramble (Jefferies bridge repaid, share placement, ICON loan) and is a new strategic partner. Existing holders face dilution (inference).
ION announced it closed the private placement of 18,500,000 shares at $2.20 (about $40.7 million gross) on June 4, 2009. The press release also includes its estimated ranges for 2009 results, but the figures are not in the filing text.
What it means for a shareholder
18.5m new shares at $2.20 to raise about $40.7m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
ION agreed to sell 18,500,000 new shares at $2.20 each (about $40.7 million gross, about $38.0 million net) to seven investors, versus a $3.04 closing price that day, to repay the Jefferies bridge loan along with about $3.0 million of cash. It also amended its bank credit agreement (fifth amendment) with looser financial covenants and higher interest margins if leverage exceeds 2.25 to 1.0. The filing says management expected it would probably breach covenants by September 30, 2009 without action. Existing shareholders face dilution from the new shares (inference).
