ION announces entry into restructuring support agreement for its Second Lien Notes
"Once we complete these transactions, we will be able to focus on executing our refined asset–light strategy to drive long-term profitable growth in both core and new markets. The restructuring will provide increased flexibility to operate the business through the tail of the pandemic and to support our diversification strategy as markets recover. We believe the combination of a more robust balance sheet and streamlined cost structure will enable us to maximize returns from our innovative technology and valuable assets. ION will emerge stronger and more resilient."
The Restructuring Transactions consist of:
(i) an offer to exchange (the "Exchange Offer") all outstanding Existing Second Lien Notes, with each
(ii) the granting of the right to all holders of ION's Common Stock to participate in a rights offering (the "Rights Offering") to subscribe for a pro rata share (with over-subscription rights) of up to
The "New Second Lien Convertible Notes" will accrue interest at the rate of 8.0% per annum, mature on
In connection with the Restructuring Transactions, ION has agreed to seek shareholder approval to, among other things, increase the number of its authorized shares available for issuance. ION intends to hold a special shareholder meeting in February and consummate the Exchange Offer and Rights Offering as soon as practicable thereafter, subject to the conditions detailed in the Restructuring Support Agreement.
For additional details regarding the Restructuring Transactions, including the Exchange Offer and the Rights Offering, please see our Current Report on Form 8-K filed with the
The Company was represented by
Leveraging innovative technologies, ION delivers powerful data-driven decision-making to offshore energy, ports and defense industries, enabling clients to optimize operations and deliver superior returns. Learn more at iongeo.com.
Executive Vice President and Chief Financial Officer
The information herein contains certain 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 may include information and other statements that are not of historical fact. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include the risks associated with our ability to complete the Restructuring Transactions and other related matters in a timely manner, if at all; the timing and development of ION Geophysical Corporation's products and services; pricing pressure; decreased demand; changes in oil prices; political, execution, regulatory, and currency risks; the COVID-19 pandemic; and agreements made or adhered to by members of OPEC and other oil producing countries to maintain production levels. For additional information regarding these various risks and uncertainties, see our Form 10-K for the year ended December 31, 2019, filed on February 6, 2020. Additional risk factors, which could affect actual results, are disclosed by the Company in its filings with the Securities and Exchange Commission ("
Certain Information Regarding Participants in the Solicitation
The Company and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the matters discussed above for which shareholder approval will be sought at an upcoming shareholder meeting. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement for the meeting when it becomes available. Additional information regarding the Exchange Offer and the Rights Offering will also be included in registration statements to be filed by the Company. Investors and security holders may obtain copies of the proxy statement, the registration statements and any other related documents free of charge through the website maintained by the