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Lien Exit Facility Put Option Premium (as defined in the Plan) and (C) awards related to New Equity issued under the post-Effective Date management incentive plan, and (ii) the right to
purchase pursuant to the Rights Offering up to its pro rata share (measured by reference to the aggregate amount of Term Loan Claims and the aggregate amount of Credit Agreement Claims) of (A) the term loans under the First Lien Exit Facility
and (B) the New First Lien Exit Facility Equity.
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Claims (the “Convertible Notes Claims”) arising on account of the Company’s 6.00% Senior Secured
Convertible Notes due 2023 will be discharged, cancelled, released and extinguished, and will be of no further force or effect. No distribution will be made on account of any Convertible Notes Claims.
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Claims (the “PPP Loan Claims”) relating to the unsecured note dated as of May 8, 2020, between
SAExploration Inc. and Texas Champions Bank will be reinstated.
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Holders of general unsecured claims will be discharged, cancelled, released and extinguished, and will be of no
further force or effect. No distribution will be made on account of any general unsecured claims.
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Any claim against a Debtor pursuant to section 510(b) of the Bankruptcy Code (a “Section 510(b)
Claim”) will be discharged, canceled, released, and extinguished and will be of no further force or effect, and holders of Section 510(b) Claims will not receive any distribution on account of such Section 510(b) Claims.
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Intercompany claims will be reinstated or, at the Reorganized Debtors’ (as defined in the Plan) option,
cancelled. No distribution will be made on account of any intercompany claims other than in the ordinary course of business of the Reorganized Debtors, as applicable.
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Intercompany interests will be reinstated or, at the Reorganized Debtors’ option, cancelled. No distribution
will be made on account of any intercompany interests.
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Unless otherwise specified, the treatment set forth in the Plan
and Confirmation Order will be in full satisfaction of all claims against and interests in the Debtors, which will be discharged on the Effective Date.
Additional information regarding the classification and treatment of claims and interests can be found in Article III of the Plan.
Capital Structure
Pursuant to the Plan,
the Company Interests outstanding immediately before the Effective Date will be cancelled and of no further force or effect after the Effective Date. As of December 1, 2020, there were 6,612,332 shares of common stock and 154,376 Series A
Warrants, 154,376 Series B Warrants, 3,122,417 Series C Warrants, 4,734,991 Series D Warrants, 25,319,122 Series E Warrants and 517,135 Series F Warrants outstanding. Under the Plan, the Debtors’ new organizational documents will become
effective on the Effective Date. The Company’s new organizational documents will authorize the Company to issue New Equity, certain of which will be issued pursuant to the Plan, in the amounts, and on the terms, set forth in the Plan on the
Effective Date. In addition, on the Effective Date, the Company will enter into a stockholders agreement and registration rights agreement with certain holders of the New Equity.
Settlement, Releases and Exculpations
The Plan incorporates an integrated compromise and settlement of claims. Unless otherwise specified, the settlement, distributions, and other
benefits provided under the Plan, including the discharge, release exculpation, and injunction provisions included therein, are in full satisfaction of all claims and causes of action that could be asserted.
The Plan provides discharge, release, exculpation, and injunction provisions for the benefit of the Debtors, certain of the Debtors’
claimholders, other parties in interest and various parties related thereto, each in their capacity as such, from various claims and causes of action, as further set forth in Article VIII of the Plan.
Certain Information Regarding Assets and Liabilities of the Company
Information regarding the assets and liabilities of the Company as of the most recent practicable date is hereby incorporated by reference to
the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the Securities and Exchange Commission on November 16, 2020.
Forward-Looking Statements
This Current
Report on Form 8-K contains “forward-looking statements” within the meaning Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. All
statements other than statements of historical facts included in this Current Report on Form 8-K are forward looking statements. These forward-looking statements are subject to certain risks, trends
and uncertainties that could cause actual results to differ materially from those projected.
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