HOUSTON, Jan. 30, 2018 (GLOBE NEWSWIRE) -- SAExploration Holdings, Inc. (NASDAQ:SAEX)
(OTCQB:SXPLW), or SAE, today announced that it has completed its previously announced exchange offer and consent solicitation
related to its outstanding 10.000% Senior Secured Notes due 2019 (the “Stub Notes”) and 10.000% Senior Secured Second Lien Notes
due 2019 (the “Existing Notes” and, together with the Stub Notes, the “Notes”). SAE offered to exchange (the “Exchange Offer”) any
and all of the Notes held by eligible holders upon the terms and subject to the conditions set forth in SAE’s Exchange Offer
Memorandum and Consent Solicitation Statement dated December 22, 2017 (together with the related letter of transmittal, the
“Memorandum”). Concurrently with the Exchange Offer, the Company solicited consents from eligible holders of record of the Existing
Notes (i) to adopt certain proposed amendments to the indenture under which the Existing Notes and the existing guarantees of such
Existing Notes were issued (the “Existing Indenture”) and (ii) to release all of the collateral from the liens securing the
Existing Notes (the “Consent Solicitation”).
Jeff Hastings, Chairman and CEO of SAE, said, "We are very pleased with the success of our exchange offer in
which more than 90% of our outstanding Existing Notes were exchanged. We have comprehensively realigned our entire capital
structure, which will enhance our immediate liquidity by eliminating approximately $7.8 million of annual cash interest payments,
provide meaningful financial flexibility through our new $20.0 million senior credit facility, and make us more competitive in the
current business environment. Most importantly, we believe this exchange will position us for long-term growth and sustainable
success. We are grateful for the continued support and confidence of all our stakeholders, especially that of our former note
holders who participated in the exchange, our customers and vendors, and our loyal and highly-skilled employees, all of whom have
gone to great lengths to find solutions to solidify SAE's future."
The Exchange Offer and Consent Solicitation expired at 5:00 p.m., New York City time, on January 24, 2018. In
exchange for $78,037,389 in aggregate principal amount of the Existing Notes, representing approximately 91.8% of the outstanding
aggregate principal amount of the Existing Notes, and for $7,000 in aggregate principal amount of the Stub Notes, representing less
than 1% of the outstanding aggregate principal amount of the Stub Notes validly tendered (and not validly withdrawn) in the
Exchange Offer, SAE issued (i) 812,321 shares of SAE’s common stock (the “New Common Shares”), (ii) 31,669 shares of SAE’s 8.0%
Cumulative Perpetual Series A preferred stock (the “Series A Preferred Shares”), (iii) 855,195 shares of SAE’s Mandatorily
Convertible Series B preferred stock (the “Series B Preferred Shares” and, together with the Series A Preferred Shares, the
“Preferred Shares”) and (iv) 8,286,061 Series C Warrants to purchase 8,286,061 shares of SAE’s common stock (the “Warrants”).
In connection with the Consent Solicitation, SAE, the guarantors under the Existing Indenture and the trustee
for the Existing Indenture entered into a supplemental indenture to the Existing Indenture giving effect to the Existing Notes
Proposed Amendments (as defined in the Memorandum) and the Existing Notes Collateral Release (as defined in the Memorandum).
The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the
Memorandum. The Exchange Offer and Consent Solicitation are part of a comprehensive restructuring by SAE, additional elements of
which are described in SAE's Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December
20, 2017.
The complete terms and conditions of the Series A Preferred Shares, the Series B Preferred Shares and the
Warrants are set forth in the certificate of designations for the Series A Preferred Shares, the certificate of designations for
the Series B Preferred Shares and the warrant agreement, respectively, to be attached as exhibits to the Company’s Current Report
on Form 8-K to be filed with the SEC in connection with the closing of the Exchange Offer and Consent Solicitation.
The New Common Shares, the Preferred Shares, and Warrants issued have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be offered or sold
in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell
or a solicitation of an offer to buy, nor shall there be any sale of any of these securities, in any jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
Epiq Systems, Inc. acted as Solicitation Agent, Information Agent and Exchange Agent.
About SAExploration Holdings, Inc.
SAE is an internationally-focused oilfield services company offering a full range of vertically-integrated
seismic data acquisition and logistical support services in remote and complex environments throughout Alaska, Canada, South
America, Southeast Asia and West Africa. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data
on land, in transition zones and offshore in depths reaching 3,000 meters, SAE offers a full suite of logistical support and
in-field data processing services, such as program design, planning and permitting, camp services and infrastructure, surveying,
drilling, environmental assessment and reclamation and community relations. SAE operates crews around the world, performing major
projects for its blue-chip customer base, which includes major integrated oil companies, national oil companies and large
independent oil and gas exploration companies. Operations are supported through a multi-national presence in Houston, Alaska,
Canada, Peru, Colombia, Bolivia, Brazil and New Zealand. For more information, please visit SAE’s website at www.saexploration.com.
The information in SAE’s website is not, and shall not be deemed to be, a part of this notice or incorporated in
filings SAE makes with the Securities and Exchange Commission.
Forward Looking Statements
This press release contains certain "forward-looking statements" within the meaning of the U.S. federal
securities laws with respect to SAE. These statements can be identified by the use of words or phrases such as “expects,”
“estimates,” “projects,” “budgets,” “forecasts,” “anticipates,” “intends,” “plans,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions. These forward-looking statements include statements regarding SAE's
financial condition, results of operations and business and SAE's expectations or beliefs concerning future periods and possible
future events. These statements are subject to significant known and unknown risks and uncertainties that could cause actual
results to differ materially from those stated in, and implied by, this press release. Risks and uncertainties that could cause
actual results to vary materially from SAE’s expectations are described under “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in SAE’s filings with the Securities and Exchange Commission. Except as required by applicable law, SAE
is not under any obligation to, and expressly disclaims any obligation to, update or alter its forward looking statements, whether
as a result of new information, future events, changes in assumptions or otherwise.
Contact SAExploration Holdings, Inc. Ryan Abney Vice President, Finance (281) 258-4400 rabney@saexploration.com
