ION Geophysical’s Exchange Offer

Winston & Strawn represented ION Geophysical Corporation, while Ropes & Gray advised Supporting Noteholders in the completion of ION Geophysical Corp’s exchange offer, consent solicitation and rights offering.

ION Geophysical Corp completed a restructuring of its 9.125% Senior Secured Second Priority Notes due 2021 (“Old Notes”) pursuant to a registered exchange offer and a concurrent rights offering. In the exchange offer, an aggregate principal amount of $113,472,000, or approximately 94.1%, of the $120,569,000 outstanding Old Notes were accepted for exchange for (i) $84,652,000 aggregate principal amount of newly issued 8.00% Senior Secured Second Priority Notes due 2025 (the “New Notes”), (ii) 6,116,369 shares of the Company’s Common Stock, including 1,542,201 shares issued as the Early Participation Payment and 4,574,168 shares issued as stock consideration in lieu of New Notes, and (iii) $20,659,722 paid in cash, including $3,595,250 of accrued and unpaid interest that became due on the Old Notes as part of the exchange. In the concurrent Rights Offering, an aggregate amount of $41,835,286 of Rights (including over-subscriptions) was validly exercised by the holders of the Company’s Common Stock, $30,081,000 allocated in New Notes and $11,754,286 allocated in 4,573,652 shares of ION Common Stock. ION received approximately $14 million in net proceeds from the transactions.

Houston-based ION Geophysical Corp leverages innovative technologies to deliver powerful data-driven decision-making to offshore energy and maritime operations markets, enabling clients to optimize investments and results through its data, software and distinctive analytics.

The Ropes & Gray team that represented the Supporting Noteholders was led by business restructuring partners Ryan Preston Dahl (Picture) and Matthew Roose, and included private equity partners Robb Tretter and Steven Rutkovsky, tax partner Leo Arnaboldi III (all of New York), mergers & acquisitions partner Craig Marcus (Boston), and employment, executive compensation & benefits partner Danna Kivell (New York).

Winston & Strawn represented ION Geophysical Corporation with a team including partners Jeff Cole, J. Eric Johnson, Olga A. Loy, and associates Leah T Duncan and John P. Niedzwiecki.

Involved fees earner: Leo Arnaboldi – Ropes & Gray; Ryan Preston Dahl – Ropes & Gray; Danna Kivell – Ropes & Gray; Craig Marcus – Ropes & Gray; Matthew Roose – Ropes & Gray; Steven Rutkovsky – Ropes & Gray; Robb Tretter – Ropes & Gray; Jeff Cole – Winston & Strawn; Leah Duncan – Winston & Strawn; J. Eric Johnson – Winston & Strawn; Olga Loy – Winston & Strawn; John Niedzwiecki – Winston & Strawn;

Law Firms: Ropes & Gray; Winston & Strawn;

Clients: ION Geophysical Corporation; ION Geophysical Corporation – Supporting Noteholders;

Author: Martina Bellini