SEITEL INC

SEITEL INC suspended its duty to file periodic reports with the SEC.

listing compliance notice

On January 15, 2019 Seitel's subsidiary Seitel Canada Holdings sold all shares of Seitel Canada Ltd., which holds the Canadian 2D and 3D seismic data library, to Pulse Seismic Inc. for about CDN $53 million (net of cash, subject to working capital adjustments), plus an earn-out of 50% of cash resales over two years up to CDN $5 million. The sale closed the same day, with $1 million of the price held in escrow for indemnification claims. This ends Seitel's Canadian operations that included the subsidiary. Pro forma figures show cash rising by about $40.2 million and goodwill falling by about $75.1 million as if the sale had occurred at September 30, 2018. The same filing also reports preliminary 2018 results.

asset acquisition disposition

SEITEL INC suspended its duty to file periodic reports with the SEC.

listing compliance notice

On March 20, 2013 Seitel sold $250.0 million of 9½% Senior Notes due 2019 to Deutsche Bank Securities and J.P. Morgan in a private placement, and expects to use the proceeds plus cash on hand to repurchase $275 million of its 9.75% notes due 2014. The new notes are unsecured, guaranteed by significant domestic subsidiaries, and Seitel must offer to register an exchange within 180 days. Amendment No. 2 to the Wells Fargo credit agreement extends its maturity to May 25, 2016 and permits the new notes. This is the refinancing of the 2007 notes that the 2011 credit agreement anticipated.

debt financing

On May 25, 2011 Seitel and its Canadian subsidiary Olympic Seismic signed a $30 million revolving credit facility with Wells Fargo Capital Finance (with a $5 million Canadian sublimit), with a two-and-a-half-year maturity to be extended if the existing high yield notes are refinanced. It is secured by first-priority liens on substantially all assets and requires minimum excess availability or a fixed charge coverage ratio of at least 1.00 to 1.00. This is a new Wells Fargo facility after the 2009 termination of the Foothill one; the filing does not say what happens to the December 2009 ValueAct facility, which stays an open question.

debt financing

On December 22, 2009 Seitel signed a new $9.9 million secured credit facility with ValueAct Capital Management as lender and agent, maturing December 22, 2014. It replaces the Wells Fargo Foothill facility terminated in August 2009, which the earlier filing said had nothing outstanding. The loan is guaranteed by domestic subsidiaries and secured by substantially all assets, bears interest at 4% plus the greater of prime, fed funds plus 0.5%, or 7%, and carries a minimum EBITDA covenant. ValueAct is the controlling stockholder of Seitel's sole stockholder, so the lender is the owner's affiliate.

debt financing

This final amendment to the going-private statement reports that shareholders voted for the merger on February 9, 2007 and it closed on February 14, 2007. Each public share became $3.70 cash, unvested restricted stock vested and was cashed out at $3.70, and the 100,000-share option was cancelled for $240,000. The six senior officers contributed Seitel shares to Parent for Parent equity just before closing, and the rollover investors were later granted options on about seven percent of Parent's voting securities. Seitel says it will file Form 15 to deregister its common stock. This resolves the Augenbaum-era open threads on the vote, rollover and closing.

business combination

SEITEL INC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Seitel completed its merger on February 14, 2007 and is now owned by Seitel Holdings, Inc. (formerly Seitel Holdings, LLC), affiliated with ValueAct. To fund the deal and the tender for the old 11.75% notes, Seitel issued $400.0 million of 9.75% Senior Notes due 2014 and signed a new Wells Fargo Foothill credit facility of up to $25.0 million maturing February 14, 2010. It also entered an advisory agreement with ValueAct and Parent with an initial ten-year term. The filing says stockholders approved the merger on February 9, 2007. This closes the merger thread and the debt financing condition.

business combination

Holders of $187,000,000 (98.94%) of the $189 million 11.75% Senior Notes tendered and consented by the January 30, 2007 deadline, and on January 31 Seitel signed a supplemental indenture with LaSalle Bank removing substantially all the restrictive covenants and certain default triggers. The changes take effect only if the notes are accepted for purchase, which depends on the ValueAct merger closing; the tender offer expires February 13, 2007. This resolves the open question of the notes' tender offer and consent solicitation terms; the pricing figures are in press releases whose text is not shown, except a $30 per $1,000 consent payment for early tenders.

material agreement

Seitel filed its definitive proxy statement, setting the special stockholder meeting for February 9, 2007 at 9:00 a.m. in Houston to vote on the $3.70 cash ValueAct merger, with holders of record on January 8, 2007 entitled to vote. The board, with the three conflicted directors abstaining, recommends voting for it. It needs a majority of all outstanding shares (so not voting counts as against) and a majority of shares voted other than ValueAct's (where not voting has no effect). Stockholders who do not vote in favour can seek appraisal only if they deliver a written demand before the vote. This fills in the meeting date left blank in the preliminary proxy.

business combination

Seitel filed a preliminary proxy statement for a special stockholder meeting (date and place still blank) to vote on the ValueAct merger at $3.70 cash per share. The filing says 104,070,904 shares (excluding ValueAct's) are covered, for a transaction value of about $385.3 million. The vote needs a majority of all outstanding shares, plus a majority of the shares voted that are not held by ValueAct. Those who do not vote in favour may seek appraisal rights if they follow the required steps. The text provided also refers to a tender offer and consent solicitation, but its terms are not shown.

business combination

On November 6, 2006 a purported class action was filed in Harris County, Texas by stockholder Todd Augenbaum against Seitel, its directors, ValueAct, and the buyer entities. It alleges breach of fiduciary duty, failure to disclose material information, and that the $3.70 price is unfair and inadequate, and it seeks an injunction against the merger. Seitel says the suit is without merit and will defend it vigorously.

business combination

On October 31, 2006 Seitel signed a merger agreement with entities owned by ValueAct Capital under which every share not owned by ValueAct will be cancelled for $3.70 in cash. That is up from ValueAct's earlier $3.65 proposal. Completion requires a stockholder vote, including a majority of the shares voted that are not held by ValueAct, antitrust clearance and debt financing, and closing is expected by early 2007. A $17,000,000 termination fee can apply in specified circumstances. ValueAct will contribute 9,459,460 shares to the buyer and has agreed to vote in favour. William Blair gave a fairness opinion. Management may roll over part of their proceeds, but no agreements exist yet. The filing also includes a third-quarter 2006 results release, whose figures are not in the text provided.

business combination

A board committee approved a retention bonus program for eight key executives, with cash paid on a change in control and again a year later. It also removed a tax-deductibility payment limit from the employment agreements of Callaghan and Restrepo. The filing also discloses that ValueAct Capital Master Fund proposed to buy all shares it does not already own for $3.65 in cash, and that the committee is seeking alternative proposals through William Blair & Company. No deal is assured. This opens a sale process and the first mention of ValueAct's offer in this history.

material agreement

Seitel set pay terms for its leadership: a new COO, Kevin Callaghan, gets a $330,000 salary and 160,000 restricted shares. CEO Robert Monson's employment agreement was restated, including full vesting of his 1,000,000 restricted shares on a change in control or death or disability. The filing also covers standard restricted-stock forms and the 2005 bonus plan. These awards add to the share count and give executives accelerated vesting if control changes.

material agreement

SEITEL INC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On March 18, 2004 the bankruptcy court confirmed Seitel's Third Amended Plan, replacing the original Berkshire-owned plan after stockholders rejected the first amended version in October 2003 and an equity committee pushed back. Under the plan, all 25,375,683 existing shares are cancelled and exchanged one-for-one for reorganized common stock plus warrants for 125,000,000 shares at 60 cents, backstopped by standby purchasers for up to $75 million. The plan only takes effect after conditions are met, including at least $180 million of new senior notes, a revolving facility of at least $25 million, an effective S-1 and an effective date by July 31, 2004.

bankruptcy or receivership

On July 21, 2003 Seitel and 30 U.S. subsidiaries filed for Chapter 11 in Delaware with a joint reorganization plan financed by Berkshire Hathaway; if the plan is confirmed and completed, Seitel becomes a wholly owned Berkshire subsidiary, which would end existing shareholders' ownership. Creditors had filed involuntary petitions on June 6, 2003, which are to be dismissed, and Wells Fargo Foothill agreed to provide up to $20.0 million in debtor-in-possession financing. This follows the debt covenant problems flagged in 2002.

bankruptcy or receivership

On August 2, 2002 Seitel's subsidiary DDD Energy sold a majority of its assets to Rising Star Energy for $23.8 million cash, part of a board plan adopted in June 2002 to sell Seitel's oil and gas operations. Rising Star has a 30-day option to buy more assets for up to $15 million or form a joint venture, and Seitel intends to sell whatever remains by June 30, 2003. The filing also says Seitel is not in compliance with covenants in its debt agreements, its 2001 audit report carried a going-concern qualification, and it is negotiating with senior note lenders with no assurance of success.

asset acquisition disposition