Item 3.03. Material Modification of Rights of Security Holders.
The information set forth below in Item 8.01 of this Current Report on Form 8-K
regarding the Final Order Establishing Certain Notice and Hearing Procedures for
Transfers of, and Declarations of Worthlessness with Respect to Certain Equity
Interests of SAExploration Holdings, Inc. is incorporated herein by reference.
Item 8.01 Other Events
As previously disclosed, on August 27, 2020, SAExploration Holdings, Inc.
("SAExploration," the "Company," "we," "our," and "us") and certain of its
wholly-owned direct and indirect subsidiaries (collectively, the "Debtors")
filed voluntary petitions (the "Petition," and the cases commenced thereby, the
"Chapter 11 Cases") seeking relief under Chapter 11 of Title 11 of the United
States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for
Southern District of Texas, Houston Division (the "Court") to pursue a Chapter
11 plan of reorganization. The Chapter 11 Cases are being administered under the
caption In re SAExploration Holdings, Inc., et al. (Case No. 20-34306).
In connection with the Chapter 11 Cases, on September 17, 2020, the Court
entered the Final Order Establishing Certain Notice and Hearing Procedures for
Transfers of, and Declarations of Worthlessness with Respect to Certain Equity
Interests of SAExploration Holdings, Inc. (the "Order"). The Order requires
notices of the holdings of, and proposed transactions by, any person or entity
that is or, because of the transaction, would become, a Substantial Shareholder
(as defined below) of the Company's equity securities, including its common
stock, par value $0.0001 per share (the "Common Stock"), and restricts certain
trading in equity securities of the Company. For purposes of the Order, a
"Substantial Shareholder" is any person or entity that has beneficial ownership
(as determined under rules under the Internal Revenue Code of 1986, as amended)
of, at least 4.5% of (i) all issued and outstanding shares of Common Stock or
(b) the total value of the Company's equity interests. Any prohibited transfer
of Common Stock will be null and void ab initio as an act in violation of the
automatic stay under sections 362 and 105(a) of the Code.
The Order, as well as other Court filings and additional information related to
the Chapter 11 Cases, is available on a website administered by the Company's
claims agent, Epiq Corporate Restructuring, LLC, at
https://dm.epiq11.com/SAExploration.
The foregoing description of the Order does not purport to be complete and is
qualified in its entirety by reference to the full text of the Order, which is
filed as Exhibit 99.1 hereto and is incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Final Order Establishing Certain Notice and Hearing Procedures for
Transfers of, and Declarations of Worthlessness with Respect to
Certain Equity Interests of SAExploration Holdings, Inc., dated as of
September 17, 2020.
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