HOUSTON, TX - January 15, 2013 - Geokinetics Inc. (OTC: GEOK), today announced that it has entered into a restructuring support agreement regarding the terms of a comprehensive recapitalization of the Company with holders of more than 70% in aggregate principal amount of its 9.75% senior secured notes due 2014 and the largest holder of the Company's preferred stock. Under the terms of the restructuring support agreement:
The entire $300 million of the Company's senior secured notes will be converted into common equity and the noteholders will become the majority equity owners of the Company at the consummation of the restructuring
Holders of senior secured notes will provide up to $25 million of financing that will be converted to equity at consummation of restructuring
Company operations are expected to remain unaffected
David J. Crowley, Geokinetics President and Chief Executive Officer, commented, "We are pleased to announce that this agreement has been reached consensually, affording us the ability to expedite the restructuring process. With new backing from our strong and experienced sponsors, we are confident in our ability to seamlessly deliver quality service in the near term. We are also very excited at the long term prospects for Geokinetics, with the restructured company having a substantially de-levered balance sheet, reduced interest expense and a number of compelling prospects for growth on the horizon in all three product lines; Seismic Acquisition, Multi-Client seismic services and seismic Processing and Interpretation."
Under the terms of the restructuring support agreement, the stakeholder parties to the agreement have agreed to vote in favor of either a pre-negotiated or a pre-packaged restructuring plan under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the District of Delaware. The plan will provide for the conversion of the Company's senior secured notes into newly issued common equity of the Company representing 100% of the Company's issued and outstanding common stock after the issuance (subject to dilution for a management incentive plan and conversion of the debtor in possession financing described below), the repayment of the existing revolving credit facility in full, the payment in full of unsecured creditors, including trade vendors, and a cash payment to certain of the Company's preferred stockholders. As a result, the Company's existing common stock and all classes of preferred stock will be canceled.
The recapitalization is not expected to have an impact on the Company's operations and it will seek to pay unsecured trade and other creditors in full either in the ordinary course of business or at the conclusion of the chapter 11 case.
A special committee of the Company's board of directors unanimously approved entering into the restructuring support agreement. As part of the restructuring process, the Company expects to enter into a new credit facility to provide the Company with liquidity for operations after the restructuring. During the restructuring process, subject to conditions in the restructuring support agreement, certain holders of the senior secured notes have agreed to backstop up to $25 million in a debtor-in-possession financing facility to allow the Company to finance its operations. On the effective date of the Company's chapter 11 plan, the debtor-in-possession financing facility will be converted to common stock of the reorganized Company at a discount to chapter 11 plan value.
The parties' commitment under the restructuring support agreement and the completion of the transactions contemplated by the restructuring support agreement are subject to a number of closing conditions, termination rights and approvals, including the majority of the noteholders reaching an agreement with respect to various corporate governance arrangements, the approval of the bankruptcy court, and the finalization of definitive documentation. It is the Company's intention to request court approval to emerge from bankruptcy by the end of the first quarter of 2013.
Geokinetics Inc. is a leading provider of seismic data acquisition, seismic data processing services and multi-client seismic data to the oil and gas industry worldwide. Headquartered in Houston, Texas, Geokinetics is the largest Western contractor acquiring seismic data onshore and in transition zones in oil and gas basins around the world. Geokinetics has the crews, experience and capacity to provide cost-effective world class data to its international and North American clients. For more information on Geokinetics, visit http://www.geokinetics.com.
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, without limitation, statements about the terms of a proposed plan of restructuring, the Company's operations and business during and after the restructuring process, the Company's intent to file voluntary petitions for protection under chapter 11 of the U.S. Code in the United States Bankruptcy Court for the District of Delaware to implement such plan of restructuring, the anticipated benefits of the restructuring support agreement and the related transactions, expected timing of the completion of the transactions contemplated by the restructuring support agreement, the exit credit facility and other aspects of the proposed restructuring. The Company has based these forward-looking statements on its current expectations and projections about future events based upon knowledge of facts as of the date of this report and its assumptions about future events. These forward-looking statements are subject to various risks and uncertainties that may be outside the Company's control, including whether the requisite parties are able to agree on definitive terms of a restructuring plan and all requisite approvals are received. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Gary L. Pittman
Chief Financial Officer