Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2020, the Board of Directors (the "Board") of SAExploration
Holdings, Inc. (the "Company") elected Jacob Mercer to fill a vacancy on the
Board. Mr. Mercer was elected effective immediately and will serve as a director
until the next annual meeting of the stockholders of the Company or until his
earlier death, resignation or removal. In addition, the Board appointed Mr.
Mercer as a member of the Compensation Committee of the Board.
Mr. Mercer, age 45, is a Partner, Head of Special Situations and Restructuring
at Whitebox Advisors LLC ("Whitebox"). Prior to joining Whitebox in 2007, Mr.
Mercer worked for Xcel Energy as Assistant Treasurer and Managing Director.
Before joining Xcel Energy, he was a Senior Credit Analyst and Principal at
Piper Jaffray and a Research Analyst at Voyageur Asset Management. Mr. Mercer
also served as a logistics officer in the United States Army. He previously
served as a member of the Board from July 2016 to June 2019. Mr. Mercer
currently serves on the board of director of A. M. Castle & Co. (2017 - present)
(OTCQB:CTAM) and formerly served on the boards of directors of Platinum Energy
Solutions (2013-2017) (formerly NYSE: FRAC), and Par Pacific Holdings, Inc.,
formerly Par Petroleum Corporation (2012-2015) (NYSE: PARR). Mr. Mercer holds a
BA with a double major in economics and business management from St. John's
University. He also holds the Chartered Financial Analyst (CFA) designation. We
believe that Mr. Mercer is qualified to serve on our Board based on his
investment and financial expertise.
Whitebox nominated Mr. Mercer to serve as a director on the Board in accordance
with the Company's Third Amended and Restated Certificate of Incorporation, as
amended, and its Second Amended and Restated Bylaws, as amended, which provide
Whitebox with the right to nominate a successor to a director previously
nominated by Whitebox (and no longer on the Board) for so long Whitebox holds
(together with its affiliates) at least 10% of the Company's outstanding common
stock.
As of the date hereof, Whitebox and/or one or more of its affiliates
beneficially own approximately 36.1% of the Company's common stock (including
shares issuable upon the exercise of the Company's Series C, D, E and F
Warrants) and own approximately $24.0 million in aggregate principal amount of
the Company's 6% Senior Secured Convertible Notes due 2023. In addition, as of
the date hereof, Whitebox and/or one or more of its affiliates holds
approximately $8.2 million and $11.2 million of the indebtedness outstanding
under our credit facility and our senior loan facility, respectively.
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