- Current report filing (8-K)
December 04 2009 - 5:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
December
4, 2009 (December 3, 2009)
(Date of earliest event reported)
GEOKINETICS
INC.
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-33460
|
|
94-1690082
|
(State or other jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
|
|
Identification Number)
|
1500 CityWest Blvd., Suite 800
Houston, Texas, 77042
(Address of principal executive offices)
(713) 850-7600
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 1
Registrants Business and Operations
Item 1.01 Entry into a
Material Definitive Agreement.
On
December 3, 2009, Geokinetics Inc. (Geokinetics) entered into a
definitive purchase agreement with Petroleum Geo-Services ASA and certain of
its subsidiaries (PGS) under which Geokinetics will acquire the onshore
seismic data acquisition and multi-client data library business of PGS (PGS
Onshore) in a cash and stock transaction valued at approximately $210 million,
on a cash free, debt free basis, which includes net working capital of $37.5
million. The final purchase price is
subject to certain customary post-closing adjustments. The transaction is expected to close in the
first quarter of 2010 and is subject to normal closing conditions and
regulatory approvals; there is no financing condition.
Following
the closing of the transaction, PGS will become Geokinetics second-largest
shareholder after affiliates of Avista
Capital Partners.
Geokinetics
has agreed to finance this acquisition through a combination of cash and common
stock. At closing, Geokinetics will
issue PGS approximately 2.15 million shares, which represents 19.9% of
Geokinetics current number of shares outstanding prior to this issuance, valued
for purposes of the transaction at $12.11 per share or $26.1 million. The
remainder of the purchase price or $183.9 million will be paid in cash. The definitive
purchase agreement provides for a termination date of February 15, 2010.
On
December 3, 2009, Geokinetics also received a $275 million bridge
financing commitment from RBC Capital Markets Corporation, which is conditional
upon the closing of the transactions contemplated by the purchase agreement.
In
connection with the transaction, Geokinetics has entered into an amendment and
exchange agreement with the holders of its Series B Preferred Stock to
amend its preferred stock to facilitate the financing of the transaction. Geokinetics Series B-1 Preferred Stock
has been amended to, among other things, extend the date that its holders may
call for mandatory redemption and the date through which Geokinetics can elect
to pay dividends in kind to a date to be determined between December 2015
and March 31, 2016, with the exact date to be determined at the completion
of the financing transactions mentioned above.
In addition, the coupon on the Series B-1 Preferred Stock has been
amended from 8% to 9 ¾% and the conversion price has been adjusted from $25 to
$20, subject to certain restrictions.
Geokinetics Series B-2 Preferred Stock will be exchanged for a new
redeemable preferred stock with no common stock conversion feature. This redeemable preferred stock will have a
coupon of approximately 12%, and will be redeemable at a date to be determined
between December 2015 and March 31, 2016, with the exact date and
coupon to be determined at the completion of the financing transactions
mentioned above. Dividends will be paid
in cash or, if Geokinetics is restricted from paying such dividends, may accrue
up to redemption. In addition,
Geokinetics will issue the holders of its Series B-2 preferred stock
750,000 shares of its common stock and will pay Avista Capital Holdings L.P.
and Levant America S.A. a cash fee of 2% of the liquidation amount, plus
accrued and unpaid dividends of the Series B preferred stock, as
consideration for the amendments above.
The
foregoing description is a summary of the material terms of the purchase
agreement and the amendment and exchange agreement, does not purport to be
complete, and is qualified in its entirety by reference to the purchase
agreement and the amendment and exchange agreement, copies of which are
attached to this Form 8-K as Exhibits 10.1 and 10.2,
respectively. The press release is
attached hereto as Exhibit 99.1, the contents of which are furnished in its
entirety.
2
Section 9 Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed as part of
this report:
10.1
Purchase agreement, dated December 3, 2009, by
and among Geokinetics Inc. and certain of its direct and indirect subsidiaries,
and Petroleum Geo-Services ASA and certain of its direct and indirect
subsidiaries.
10.2
Amendment and exchange agreement, dated December 2,
2009, by and among Geokinetics Inc., Avista Capital Partners, L.P., Avista
Capital Partners (Offshore), L.P., and Levant America S.A.
99.1
Press release dated December 3, 2009.
3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
GEOKINETICS
INC.
|
|
|
|
|
|
December
4
, 2009
|
By:
|
/s/
Scott A. McCurdy
|
|
|
Scott
A. McCurdy
|
|
|
Vice
President and Chief Financial Officer
|
4
Exhibit Index
Exhibit Number
|
|
Title of Document
|
|
|
|
10.1
|
|
Purchase
agreement, dated December 3, 2009, by and among Geokinetics Inc. and
certain of its direct and indirect subsidiaries, and Petroleum Geo-Services
ASA and certain of its direct and indirect subsidiaries.
|
|
|
|
10.2
|
|
Amendment
and exchange agreement, dated December 2, 2009, by and among Geokinetics
Inc., Avista Capital Partners, L.P., Avista Capital Partners (Offshore),
L.P., and Levant America S.A..
|
|
|
|
99.1
|
|
Press
release dated December 3, 2009.
|
5
Geokinetics, Inc. (AMEX:GOK)
Historical Stock Chart
From Jun 2024 to Jul 2024
Geokinetics, Inc. (AMEX:GOK)
Historical Stock Chart
From Jul 2023 to Jul 2024