SAEXW / SAExploration Holdings, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

SAExploration Holdings, Inc.
US ˙ OTC
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1514732
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SAExploration Holdings, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 11, 2021 SC 13G/A

SAExploration Holdings, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* SAExploration Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78636X873 (CUSIP Number) December 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

December 22, 2020 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10)* SAEXPLORATION HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10)* SAEXPLORATION HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78636X204 (CUSIP Number) Eric M. Albert Assured Investment Management LLC 280 Park Avenue, 12th Floor New York, New York 10017 212-905-5647

December 18, 2020 15-12B

- 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35471 SAExploration Holdings, Inc. (Exact name of registrant as

December 11, 2020 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on December 11, 2020 Registration Statement No.

December 11, 2020 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 11, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 11, 2020 S-8 POS

- S-8 POS (333-195365)

S-8 POS (333-195365) As filed with the Securities and Exchange Commission on December 11, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 11, 2020 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 11, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 11, 2020 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 11, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 11, 2020 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 11, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 11, 2020 8-K

Financial Statements and Exhibits, Bankruptcy or Receivership - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 11, 2020 (December 10, 2020) SAExploration Holdings, Inc.

December 11, 2020 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 11, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 11, 2020 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on December 11, 2020 Registration Statement No.

December 11, 2020 EX-99.1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § SAEXPLORATION HOLDINGS, INC., et al., § Case No. 20-34306 (MI) § Debtors.1 § (Jointly Administered) § FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER C

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § SAEXPLORATION HOLDINGS, INC., et al., § Case No. 20-34306 (MI) § Debtors.1 § (Jointly Administered) § FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE DEBTORS’ SECOND AMENDED CHAPTER 11 PLAN OF REORGANIZATION The above-captioned debtors and debtors in possession (co

December 11, 2020 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on December 11, 2020 Registration Statement No.

December 11, 2020 S-8 POS

- S-8 POS

S-8 POS 1 d19084ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 11, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-228819 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-224136 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION S

December 9, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 9, 2020 (December 8, 2020) SAExploration Holdings, Inc.

December 9, 2020 EX-10.1

Debtors’ Second Amended Chapter 11 Plan of Reorganization, as modified on December 8, 2020.

EX-10.1 Exhibit 10.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: SAEXPLORATION HOLDINGS, INC., et al., Debtors.1 § § § § § § § Chapter 11 Case No. 20-34306 (MI) (Jointly Administered) DEBTORS’ SECOND AMENDED CHAPTER 11 PLAN OF REORGANIZATION, AS MODIFIED ON DECEMBER 8, 2020 PORTER HEDGES LLP John F. Higgins (TX 09597500) Eric M. English (TX 24062714) M. Shane

December 9, 2020 EX-10.2

Second Amendment and Joinder to Backstop Commitment Agreement dated as of December 8, 2020.

EX-10.2 Exhibit 10.2 SECOND AMENDMENT AND JOINDER TO BACKSTOP COMMITMENT AGREEMENT This SECOND AMENDMENT AND JOINDER TO BACKSTOP COMMITMENT AGREEMENT (this “Amendment”) is made and entered into as of December 8, 2020, by and among SAExploration Holdings, Inc., a Delaware corporation, SAExploration Sub, Inc., SAExploration, Inc., SAExploration Seismic Services (US), LLC, and NES, LLC (collectively,

November 16, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–Q

10-Q 1 saex-10q20200930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

November 12, 2020 EX-99.3

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

Exhibit 99.3 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK U.S. SECURITIES AND EXCHANGE COMMISSION, Plaintiff, -against- SAEXPLORATION HOLDINGS, INC., JEFFREY H. HASTINGS, BRENT N. WHITELEY, BRIAN A. BEATTY, and MICHAEL J. SCOTT, Defendants, and THOMAS W. O?NEILL and LORI E. HASTINGS, Relief Defendants. Civil Action No. 1:20-CV-8423 (PGG) FINAL JUDGMENT AS TO DEFENDANT SAEXPLORATION H

November 12, 2020 8-K

Financial Statements and Exhibits

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 (Date of earliest event reported): November 12, 2020 (November 5, 2020) SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35

November 12, 2020 EX-99.2

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

Exhibit 99.2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK U.S. SECURITIES AND EXCHANGE COMMISSION, Plaintiff, -against- SAEXPLORATION HOLDINGS, INC., JEFFREY H. HASTINGS, BRENT N. WHITELEY, BRIAN A. BEATTY, and MICHAEL J. SCOTT, Defendants, and THOMAS W. O?NEILL and LORI E. HASTINGS, Relief Defendants. Civil Action No. 1:20-CV-8423 (PGG) CONSENT OF DEFENDANT SAEXPLORATION HOLDINGS, I

November 12, 2020 EX-99.1

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

Exhibit 99.1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK U.S. SECURITIES AND EXCHANGE COMMISSION, Plaintiff, -against- SAEXPLORATION HOLDINGS, INC., JEFFREY H. HASTINGS, BRENT N. WHITELEY, BRIAN A. BEATTY, and MICHAEL J. SCOTT, Defendants, and THOMAS W. O?NEILL and LORI E. HASTINGS, Relief Defendants. Civil Action No. 1:20-CV-8423 (PGG) JOINT MOTION FOR ENTRY OF CONSENT JUDGMENT SUB

November 4, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2020 (November 1, 2020) SAExploration Holdings, Inc.

November 4, 2020 EX-10.3

Debtors’ Second Amended Chapter 11 Plan of Reorganization dated November 1, 2020.

EX-10.3 Exhibit 10.3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: SAEXPLORATION HOLDINGS, INC., et al., Debtors. 1 § § § § § § § Chapter 11 Case No. 20-34306 (MI) (Jointly Administered) DEBTORS’ SECOND AMENDED CHAPTER 11 PLAN OF REORGANIZATION PORTER HEDGES LLP John F. Higgins (TX 09597500) Eric M. English (TX 24062714) M. Shane Johnson (TX 24083263) Megan Youn

November 4, 2020 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / Assured Investment Management LLC - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9)* SAEXPLORATION HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78636X204 (CUSIP Number) Eric M. Albert Assured Investment Management LLC 280 Park Avenue, 12th Floor New York, New York 10017 212-905-5647

November 4, 2020 EX-99.12

AMENDMENT TO THE BACKSTOP COMMITMENT AGREEMENT

EX-99.12 Exhibit 12 AMENDMENT TO THE BACKSTOP COMMITMENT AGREEMENT This AMENDMENT TO THE BACKSTOP COMMITMENT AGREEMENT (this “Amendment”) dated as of November 1, 2020, is entered into among SAExploration Holdings, Inc., a Delaware corporation, SAExploration Sub, Inc., SAExploration, Inc., SAExploration Seismic Services (US) LLC, and NES, LLC (collectively, the “Company Parties”) and undersigned Ba

November 4, 2020 EX-10.1

Amendment to Restructuring Support Agreement dated as of November 1, 2020.

EX-10.1 Exhibit 10.1 AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT This AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”) dated as of November 1, 2020, is entered into among SAExploration Holdings, Inc., SAExploration Sub, Inc., SAExploration, Inc., SAExploration Seismic Services (US) LLC, and NES, LLC (collectively, the “Company”) and the undersigned Consenting Creditors (as

November 4, 2020 EX-10.2

Amendment to Backstop Commitment Agreement dated as of November 1, 2020.

EX-10.2 Exhibit 10.2 AMENDMENT TO THE BACKSTOP COMMITMENT AGREEMENT This AMENDMENT TO THE BACKSTOP COMMITMENT AGREEMENT (this “Amendment”) dated as of November 1, 2020, is entered into among SAExploration Holdings, Inc., a Delaware corporation, SAExploration Sub, Inc., SAExploration, Inc., SAExploration Seismic Services (US) LLC, and NES, LLC (collectively, the “Company Parties”) and undersigned B

November 4, 2020 EX-99.11

AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT

EX-99.11 Exhibit 11 AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT This AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”) dated as of November 1, 2020, is entered into among SAExploration Holdings, Inc., SAExploration Sub, Inc., SAExploration, Inc., SAExploration Seismic Services (US) LLC, and NES, LLC (collectively, the “Company”) and the undersigned Consenting Creditors (as d

November 4, 2020 EX-10.4

Third Amended Disclosure Statement dated November 1, 2020.

EX-10.4 Exhibit 10.4 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § SAEXPLORATION HOLDINGS, INC., et al., § Case No. 20-34306 (MI) § Debtors.1 § (Jointly Administered) § THIRD AMENDED DISCLOSURE STATEMENT FOR THE DEBTORS’ SECOND AMENDED CHAPTER 11 PLAN OF REORGANIZATION PORTER HEDGES LLP John F. Higgins (TX 09597500) Eric M. English (TX 24062714)

September 22, 2020 EX-99.1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § § Chapter 11 SAEXPLORATION HOLDINGS, INC., et al., § § § Case No. 20-34306 (MI) Debtors.1 § § (Jointly Administered) FINAL ORDER ESTABLISHING CERTAIN NOTICE AND HEARI

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § § Chapter 11 SAEXPLORATION HOLDINGS, INC., et al., § § § Case No. 20-34306 (MI) Debtors.1 § § (Jointly Administered) FINAL ORDER ESTABLISHING CERTAIN NOTICE AND HEARING PROCEDURES FOR TRANSFERS OF, AND DECLARATIONS OF WORTHLESSNESS WITH RESPECT TO CERTAIN EQUITY INTERESTS OF SAEXPLORATION HOLDI

September 22, 2020 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

8-K 1 d61110d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 17, 2020 SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35471 27-4867100 (State or Other Jurisdiction of

September 16, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 15, 2020 SAExploration Holdings, Inc.

September 16, 2020 EX-99.2

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: SAEXPLORATION HOLDINGS, INC., et al., Debtors.1 § § § § § § § Chapter 11 Case No. 20-34306 (MI) (Jointly Administered) SECOND AMENDED DISCLOSURE STATEMENT FOR THE DEBTO

EX-99.2 Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: SAEXPLORATION HOLDINGS, INC., et al., Debtors.1 § § § § § § § Chapter 11 Case No. 20-34306 (MI) (Jointly Administered) SECOND AMENDED DISCLOSURE STATEMENT FOR THE DEBTORS’ FIRST AMENDED CHAPTER 11 PLAN OF REORGANIZATION PORTER HEDGES LLP John F. Higgins (TX 09597500) Eric M. English (TX 24062714)

September 16, 2020 EX-99.1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § SAEXPLORATION HOLDINGS, INC., et al., § Case No. 20-34306 (MI) § Debtors.1 § (Joint Administration Pending) § DEBTORS’ FIRST AMENDED CHAPTER 11 PLAN OF

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § SAEXPLORATION HOLDINGS, INC., et al., § Case No. 20-34306 (MI) § Debtors.1 § (Joint Administration Pending) § DEBTORS’ FIRST AMENDED CHAPTER 11 PLAN OF REORGANIZATION PORTER HEDGES LLP John F. Higgins (TX 09597500) Eric M. English (TX 24062714) M. Shane Johnson (TX 24083263) Mega

September 15, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 14, 2020 SAExploration Holdings, Inc.

August 31, 2020 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / BlueMountain Capital Management, LLC - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8)* SAEXPLORATION HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78636X204 (CUSIP Number) Eric M. Albert BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, New York 10017 212-905-56

August 28, 2020 EX-10.1

Restructuring Support Agreement, dated as of August 27, 2020.

EX-10.1 Exhibit 10.1 RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, annexes, and schedules hereto, in each case as may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of August 27, 2020, is entered into by and among: (i) SAExploration Holdings, Inc. (“SAE Holdings”),

August 28, 2020 EX-10.2

Backstop Agreement, dated as of August 27, 2020.

EX-10.2 Exhibit 10.2 SAEXPLORATION HOLDINGS, INC. BACKSTOP COMMITMENT AGREEMENT August 27, 2020 TABLE OF CONTENTS Page 1. CERTAIN DEFINITIONS 2 2. THE BACKSTOP COMMITMENT 11 2.1 Backstop Commitment. 11 2.2 Escrow; Closing. 12 2.3 Expense Reimbursement. 13 2.4 Funding Default. 13 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 14 3.1 Organization 15 3.2 Due Authorization, Execution and Delivery; E

August 28, 2020 EX-99.1

SAEXPLORATION ENTERS INTO RESTRUCTURING SUPPORT AGREEMENT FOR COMPREHENSIVE BALANCE SHEET IMPROVEMENT Reorganization Expected to Reduce Debt by Approximately $74 million, Net and Position the Company for Future Growth

EX-99.1 Exhibit 99.1 Media Contact: Sarah Marshall [email protected] 512-699-8208 FOR IMMEDIATE RELEASE SAEXPLORATION ENTERS INTO RESTRUCTURING SUPPORT AGREEMENT FOR COMPREHENSIVE BALANCE SHEET IMPROVEMENT Reorganization Expected to Reduce Debt by Approximately $74 million, Net and Position the Company for Future Growth HOUSTON, August 27, 2020 — SAExploration Holdings, Inc. (“SAE” or the

August 28, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Bankruptcy or Receivership

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 28, 2020 (August 27, 2020) SAExploration Holdings, Inc.

August 21, 2020 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / BlueMountain Capital Management, LLC - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7)* SAEXPLORATION HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78636X204 (CUSIP Number) Eric M. Albert BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, New York 10017 212-905-56

August 14, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35471 SAExploration Holdings, I

July 31, 2020 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / WHITEBOX ADVISORS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

July 28, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 (Date of earliest event reported): July 27, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file nu

June 30, 2020 8-K

Entry into a Material Definitive Agreement

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 (Date of earliest event reported): June 29, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file nu

June 17, 2020 EX-4.1

Fourth Supplemental Indenture, dated as of June 16, 2020, among SAExploration Holdings, Inc., the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee

Exhibit 4.1 FOURTH SUPPLEMENTAL INDENTURE This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 16, 2020 is among SAExploration Holdings, Inc., a Delaware corporation (the “Issuer” or the “Company”), the Guarantors party hereto (together with the Issuer, the “Company Indenture Parties”), and Wilmington Savings Fund Society, FSB, as Trustee (in such capacity, the “Trus

June 17, 2020 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

8-K 1 saex-8k20200616.htm 8-K 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 (Date of earliest event reported): June 11, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

May 29, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 (Date of earliest event reported): May 27, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file num

May 15, 2020 SC 13G/A

SAEXW / SAExploration Holdings, Inc. / Ducera Llc - AMENDMENT NO. 1 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SAEXPLORATION HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78636X873 (CUSIP Number) May 14, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

May 13, 2020 EX-10.17

Consent Letter dated May 7, 2020, with respect to the Third Amended and Restated Credit and Security Agreement dated as of September 26, 2018

Exhibit 10.17 May 7, 2020 SAExploration Holdings, Inc. 1160 Dairy Ashford, Suite 160 Houston, Texas 77079 Attn: Michael Faust, Chief Executive Officer and President Dear Mr. Faust: Reference is hereby made to: (i) that certain Third Amended and Restated Credit and Security Agreement dated as of September 26, 2018, entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), SAE

May 13, 2020 EX-10.18

Consent Letter dated May 7, 2020, with respect to the Term Loan and Security Agreement, dated as of June 29, 2016

Exhibit 10.18 May 7, 2020 SAExploration Holdings, Inc. 1160 Dairy Ashford, Suite 160 Houston, Texas 77079 Attn: Michael Faust, Chief Executive Officer and President Dear Mr. Faust: Reference is hereby made to: (i) that certain Term Loan and Security Agreement, dated as of June 29, 2016 entered into among SAExploration Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors party th

May 13, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35471 SAExploration Holdings,

May 13, 2020 EX-10.19

Consent Letter dated May 7, 2020, with respect to the Senior Secured Convertible Notes Indenture dated as of September 26, 2018

Exhibit 10.19 May 7, 2020 SAExploration Holdings, Inc. 1160 Dairy Ashford, Suite 160 Houston, Texas 77079 Attn: Michael Faust, Chief Executive Officer and President Dear Mr. Faust: Reference is hereby made to: (i) that certain Senior Secured Convertible Notes Indenture dated as of September 26, 2018, entered into among SAExploration Holdings, Inc., a Delaware corporation (the “Issuer”), the Guaran

May 13, 2020 EX-10.16

U.S. Small Business Administration Unsecured Note dated as of May 8, 2020, by SAExploration, Inc. in favor of Texas Champions Bank, as lender

Exhibit 10.16 U.S. Small Business Administration Unsecured NOTE “Note” SBA Loan # 94124672-07 SBA Loan Name N/A Date May 8, 2020 Loan Amount $6,801,372.00 Interest Rate 1.00% Borrower SAExploration, Inc. Operating Company N/A Lender TEXAS CHAMPION BANK 6124 S. Staples, Corpus Christi, Texas 78413 1. PROMISE TO PAY: In return for the Loan, Borrower promises to pay to the order of Lender the amount

May 13, 2020 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001–35471 SAExploration Holdings, Inc. (Exact name

May 5, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 (Date of earliest event reported): April 29, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file n

May 1, 2020 EX-10.1

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), between SAExploration Holdings, Inc., a Delaware corporation (the “Employer” or the “Company”), and John A. Simmons, an individual residing in Houston, Texas (the “Executive”), is entered into on May 1, 2020 (the “Effective Date”). The Employer and the Executive may be referred to singularly as “Part

May 1, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 (Date of earliest event reported): May 1, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file numb

April 29, 2020 8-K

Current Report

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 (Date of earliest event reported): April 29, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file n

April 22, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 (Date of earliest event reported): April 21, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file n

April 22, 2020 EX-99.1

SAEXPLORATION ANNOUNCES NEW PROJECT IN GREECE

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES NEW PROJECT IN GREECE April 21, 2020 – HOUSTON, TX – SAExploration Holdings, Inc. (“SAE”) (NASDAQ: SAEX, OTCQB: SXPLW) today announced the award of a new land seismic acquisition contract in Greece. The project is valued at approximately $27 million and is expected to begin as soon as practical following the lifting of COVID-19 related tra

April 14, 2020 EX-99.1

SAEXPLORATION ANNOUNCES ENGAGEMENT OF FINANCIAL ADVISOR TO EXPLORE STRATEGIC ALTERNATIVES RELATED TO ITS CAPITAL STRUCTURE

EX-99.1 2 saex-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES ENGAGEMENT OF FINANCIAL ADVISOR TO EXPLORE STRATEGIC ALTERNATIVES RELATED TO ITS CAPITAL STRUCTURE April 13, 2020 – HOUSTON, TX – SAExploration Holdings, Inc. (“SAE”) (NASDAQ: SAEX, OTCQB: SXPLW) today announced that it is initiating a process to analyze and evaluate various strategic alternatives to addre

April 14, 2020 EX-10.31

Forbearance Agreement, dated as of April 13, 2020, among SAExploration, Inc., SAExploration Holdings, Inc., the other loan parties thereto and the lenders party thereto (incorporated by reference from Exhibit 10.31 to SAExploration Holdings, Inc.’s Annual Report on Form 10–K filed with the SEC on April 14, 2020)

EX-10.31 6 saex-ex1031460.htm EX-10.31 Exhibit 10.31 FORBEARANCE AGREEMENT This Forbearance Agreement (this “Agreement”), is entered into as of April 13, 2020, among SAExploration Holdings, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement referred to below), and the Lenders (as defined in the Credit Agreement) party hereto (the “Forbearing L

April 14, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 (Date of earliest event reported): April 13, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file n

April 14, 2020 EX-10.38

Forbearance Agreement, dated as of April 13, 2020, among SAExploration Holdings, Inc. and the holders party thereto

Exhibit 10.38 FORBEARANCE AGREEMENT This Forbearance Agreement (this “Agreement”), is entered into as of April 13, 2020, by and among SAEXploration Holdings, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to below and, together with the Issuer, the “Company Indenture Parties”), and the Holders (as defined in the Indenture) party hereto (the “Forbe

April 14, 2020 EX-10.14

Forbearance Agreement, dated as of April 13, 2020, among SAExploration, Inc., SAExploration Holdings, Inc., the other loan parties thereto and the lenders party thereto (incorporated by reference from Exhibit 10.14 to SAExploration Holdings, Inc.’s Annual Report on Form 10–K filed with the SEC on April 14, 2020)

Exhibit 10.14 FORBEARANCE AGREEMENT This Forbearance Agreement (this “Agreement”), is entered into as of April 13, 2020, by and among SAExploration, Inc., a Delaware corporation (the “Borrower”), SAExploration Holdings, Inc., a Delaware corporation (“Parent”), the other Loan Parties (as defined in the Credit Agreement referred to below) and the Lenders (as defined in the Credit Agreement) party he

April 14, 2020 EX-21.1

List of subsidiaries

EX-21.1 10 saex-ex211208.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF SAEXPLORATION HOLDINGS, INC. Name State or County of Organization SAExploration Sub, Inc. Delaware SAExploration, Inc. Delaware SAExploration Seismic Services (US), LLC Delaware NES, LLC Alaska Southeast Asian Exploration Pte., Ltd. Singapore SAExploration Papua New Guinea Ltd. New Guinea Southeast Asian Exploration Pte Ltd. (PNG Br

April 14, 2020 EX-10.10

Consent Letter dated February 20, 2020, with respect to the Third Amended and Restated Credit and Security Agreement

EX-10.10 3 saex-ex1010146.htm EX-10.10 Exhibit 10.10 CONSENT LETTER February 20, 2020 SAExploration Holdings, Inc. 1160 Dairy Ashford, Suite 160 Houston, Texas 77079 Attn: Michael Faust, Chief Executive Officer and President Dear Mr. Faust: Reference is hereby made to that certain Third Amended and Restated Credit and Security Agreement dated as of September 26, 2018, entered into among SAExplorat

April 14, 2020 EX-4.20

Consent Letter dated February 20, 2020, with respect to the Third Amended and Restated Credit and Security Agreement (incorporated by reference from Exhibit 4.20 to SAExploration Holdings, Inc.’s Annual Report on Form 10–K filed with the SEC on April 14, 2020)

EX-4.20 2 saex-ex420238.htm EX-4.20 Exhibit 4.20 Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 The following description sets forth certain material terms and provisions of the common stock, par value $0.0001 per share (the “Common Stock”), of SAExploration Holdings, Inc., which is registered under Section 12 of the Securities Exchange Ac

April 14, 2020 EX-10.11

Consent Letter dated March 18, 2020, with respect to the Third Amended and Restated Credit and Security Agreement

Exhibit 10.11 CONSENT LETTER March 18, 2020 SAExploration Holdings, Inc. 1160 Dairy Ashford, Suite 160 Houston, Texas 77079 Attn: Michael Faust, Chief Executive Officer and President Dear Mr. Faust: Reference is hereby made to that certain Third Amended and Restated Credit and Security Agreement dated as of September 26, 2018, entered into among SAExploration, Inc., a Delaware corporation (the “Bo

April 14, 2020 EX-10.69

Separation and Consulting Agreement, dated as of December 27, 2019, between SAExploration Holdings, Inc. and Ryan Abney

EX-10.69 9 saex-ex1069145.htm EX-10.69 Exhibit 10.69 SEPARATION AND CONSULTING AGREEMENT This Separation and Consulting Agreement (collectively, the “Agreement”) dated as of December 27, 2019 (the “Effective Date”) is made by and between SAExploration Holdings, Inc. (the “Company”) and Ryan Abney (“Abney”). Abney and the Company together are referred to as the “Parties.” Preamble WHEREAS, Abney wa

April 14, 2020 EX-10.57

Separation and Consulting Agreement, dated as of November 26, 2019, between SAExploration Holdings, Inc. and Jeffrey Hastings

Exhibit 10.57 SEPARATION AND CONSULTING AGREEMENT This Separation and Consulting Agreement (collectively, the “Agreement”) dated as of November 26, 2019 (the “Effective Date”) is made by and between SAExploration Holdings, Inc. (the “Company”) and Jeffrey Hastings (“Hastings”). Hastings and the Company together are referred to as the “Parties.” Preamble WHEREAS, Hastings has been employed by the C

April 14, 2020 10-K

SAEX / SAExploration Holdings, Inc. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001–35471 SAExploration Holdings, Inc. (Exact name of registrant as sp

April 6, 2020 8-K

Other Events

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 (Date of earliest event reported): April 3, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file nu

April 3, 2020 EX-10.1

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), effective as of April 1, 2020 (the “Effective Date”), is entered into by SAExploration Holdings, Inc., a Delaware corporation (the “Employer” or the “Company”), and Michael Faust, an individual residing in Anchorage, Alaska (the “Executive”), and amends, rest

April 3, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 (Date of earliest event reported): April 1, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file nu

April 3, 2020 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3

March 30, 2020 8-K

Current Report

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 (Date of earliest event reported): March 30, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file n

March 2, 2020 EX-10.2

First Amendment to Executive Employment Agreement, dated February 27, 2020, between Michael Faust and SAExploration Holdings, Inc. (incorporated by reference from Exhibit 10.2 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on March 2, 2020)

Exhibit 10.2 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”), effective as of February 27, 2020, is entered into by SAExploration Holdings, Inc., a Delaware corporation (the “Employer” or the “Company”), and Michael Faust, an individual residing in Anchorage, Alaska (the “Executive”). The Employer and the Executive may be r

March 2, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 (Date of earliest event reported): February 27, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fil

February 27, 2020 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission f

February 20, 2020 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / WHITEBOX ADVISORS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

February 19, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 (Date of earliest event reported): February 17, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fil

February 14, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

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 (Date of earliest event reported): February 11, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fil

February 13, 2020 SC 13G/A

SAEXW / SAExploration Holdings, Inc. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - SAEXPLORATION HOLDINGS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* SAExploration Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78636X873 (CUSIP Number) December 31, 2019 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

February 7, 2020 EX-10.28

Amendment No. 7 to Third Amended and Restated Credit and Security Agreement and Waiver, dated as of February 7, 2020 among SAExploration, Inc., SAExploration Holdings, Inc., the other loan parties party thereto and the lenders party thereto (incorporated by reference from Exhibit 10.28 to SAExploration Holdings, Inc.’s Quarterly Report on Form 10–Q filed with the SEC on February 7, 2020)

EX-10.28 2 saex-ex1028220.htm EX-10.28 Exhibit 10.28 AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND WAIVER This AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND WAIVER (this “Amendment”) dated as of February 7, 2020, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto and the

February 7, 2020 EX-10.29

Amendment No. 11 to the Term Loan and Security Agreement and Waiver, dated as of February 7, 2020 among SAExploration Holdings, Inc., the other loan parties party thereto and the lenders party thereto (incorporated by reference from Exhibit 10.29 to SAExploration Holdings, Inc.’s Quarterly Report on Form 10–Q filed with the SEC on February 7, 2020)

Exhibit 10.29 AMENDMENT NO. 11 TO TERM LOAN AND SECURITY AGREEMENT AND WAIVER This AMENDMENT NO. 11 TO TERM LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”) dated as of February 7, 2020, is entered into among SAExploration Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto and the Lenders party hereto. WITNESSETH: WHEREAS, reference is made to that certai

February 7, 2020 10-Q

SAEX / SAExploration Holdings, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35471 SAExploration Holdings, I

February 7, 2020 EX-14.1

Code of Ethics

Exhibit 14.1 Code of Business Conduct and Ethics Exhibit 14.1 Exhibit 14.1 At SAExploration Holdings, Inc. (together with its subsidiaries, “SAE” or the “Company”), we act with uncompromising honesty and integrity at all times to ensure that we deliver quality service to our customers. Our core values and commitment to high ethical standards in our operations define and influence how we interact w

February 7, 2020 10-Q

SAEX / SAExploration Holdings, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35471 SAExploration Holdin

February 7, 2020 EX-99.1

SAEXPLORATION FILES RESTATED FINANCIAL REPORTS

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION FILES RESTATED FINANCIAL REPORTS February 7, 2020 – HOUSTON, TX – SAExploration Holdings, Inc. (“SAE”) (NASDAQ: SAEX, OTCQB: SXPLW) today announced that it has filed an amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2018 with the Securities and Exchange Commission (“SEC”). The Annual Report includes restated audited cons

February 7, 2020 10-Q/A

SAEX / SAExploration Holdings, Inc. 10-Q/A - Quarterly Report - 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35471 SAEx

February 7, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 (Date of earliest event reported): February 7, 2020 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file

February 7, 2020 10-K/A

SAEX / SAExploration Holdings, Inc. 10-K/A - Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001–35471 SAExploration Holdings, Inc. (Exact name

February 7, 2020 EX-10.30

Third Supplemental Indenture, dated as of February 7, 2020 among SAExploration Holdings, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and the holders party thereto (incorporated by reference from Exhibit 10.30 to SAExploration Holdings, Inc.’s Quarterly Report on Form 10–Q filed with the SEC on February 7, 2020)

Exhibit 10.30 THIRD SUPPLEMENTAL INDENTURE This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 7, 2020 is among SAExploration Holdings, Inc., a Delaware corporation (the “Issuer” or the “Company”), the Guarantors party hereto (together with the Issuer, the “Company Indenture Parties”), Wilmington Savings Fund Society, FSB, as Trustee (in such capacity, the “Trust

January 29, 2020 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / WHITEBOX ADVISORS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

January 27, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 (Date of earliest event reported): January 27, 2020 (January 23, 2020) SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-354

January 27, 2020 EX-99.1

SAEXPLORATION ANNOUNCES $42 MILLION OF NEW PROJECTS IN OFFSHORE WEST AFRICA, AND REDUCTION IN DEBT OF $14.5 MILLION

EX-99.1 2 saex-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES $42 MILLION OF NEW PROJECTS IN OFFSHORE WEST AFRICA, AND REDUCTION IN DEBT OF $14.5 MILLION January 23, 2020 – HOUSTON, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced two new projects in offshore West Africa. The projects are valued at approximately $42 million in the aggreg

January 13, 2020 EX-10.2

Asset Purchase Agreement for the CRD Surveys, dated as of January 10, 2020 among SAExploration, Inc. and TGS-NOPEC Geophysical Company ASA (incorporated by reference from Exhibit 10.2 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on January 13, 2020)

EX-10.2 3 d868935dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION ASSET PURCHASE AGREEMENT FOR THE CRD SURVEY BY AND BETWEEN SAEXPLORATION, INC. AND TGS-NOPEC GEOPHYSICAL COMPANY ASA January 9, 2020 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT FOR THE CRD SURVEY, dated as of January 9, 2020, is by and between SAExploration, Inc., a Delaware corporation with its address at 1160 Dairy Ash

January 13, 2020 EX-10.6

Second Supplemental Indenture, dated as of January 10, 2020 among SAExploration Holdings, Inc., the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and the holders party thereto (incorporated by reference from Exhibit 10.6 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on January 13, 2020)

EX-10.6 Exhibit 10.6 Execution Version SECOND SUPPLEMENTAL INDENTURE This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 10, 2020 is among SAExploration Holdings, Inc., a Delaware corporation (the “Issuer” or the “Company”), the Guarantors party hereto (together with the Issuer, the “Company Indenture Parties”), Wilmington Savings Fund Society, FSB, as Trustee (i

January 13, 2020 EX-10.4

Amendment No. 6 to Third Amended and Restated Credit and Security Agreement, dated as of January 10, 2020 among SAExploration, Inc., SAExploration Holdings, Inc., the other loan parties party thereto and the lenders party thereto (incorporated by reference from Exhibit 10.4 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on January 13, 2020)

EX-10.4 Exhibit 10.4 Execution Version AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND CONSENT This AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND CONSENT (this “Amendment”) dated as of January 10, 2020, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto and the Lenders par

January 13, 2020 EX-10.7

Amendment to Warrant Agreement dated as of January 13, 2020 between SAExploration Holdings, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference from Exhibit 10.7 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on January 13, 2020)

EX-10.7 8 d868935dex107.htm EX-10.7 Exhibit 10.7 AMENDMENT TO WARRANT AGREEMENT THIS AMENDMENT TO WARRANT AGREEMENT (the “Amendment”) is made and entered into effective as of January 13, 2020, between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”). Recitals WHEREAS, the Company and t

January 13, 2020 EX-10.3

Sellers Side Letter Agreement, dated as of January 10, 2020, between SAE Exploration, Inc. and ALASKAN Seismic Ventures, LLC (incorporated by reference from Exhibit 10.3 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on January 13, 2020)

EX-10.3 Exhibit 10.3 SELLERS SIDE LETTER AGREEMENT This SELLERS SIDE LETTER AGREEMENT (this “Agreement”), dated as of January 10, 2020 (the “Effective Date”), is executed by and between SAExploration, Inc., a Delaware corporation (“SAE”), and ALASKAN Seismic Ventures, LLC, an Alaskan limited liability company (“ASV” and, together with SAE, the “Sellers”). PRELIMINARY STATEMENTS: (1) Sellers and TG

January 13, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 d868935d8k.htm 8-K 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 (Date of earliest event reported): January 10, 2020 SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-3

January 13, 2020 EX-10.5

Amendment No. 10 to the Term Loan and Security Agreement, dated as of January 10, 2020 among SAExploration Holdings, Inc., the other loan parties party thereto and the lenders party thereto (incorporated by reference from Exhibit 10.5 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on January 13, 2020)

EX-10.5 Exhibit 10.5 Execution Version AMENDMENT NO. 10 TO TERM LOAN AND SECURITY AGREEMENT AND CONSENT This AMENDMENT NO. 10 TO TERM LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”) dated as of January 10, 2020, is entered into among SAExploration Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto and the Lenders party hereto. W I T N E S S E T H: WHERE

January 13, 2020 EX-10.1

Asset Purchase Agreement for the Aklaq and Kuukpik Surveys, dated as of January 10, 2020 among SAExploration, Inc., ALASKAN Seismic Ventures, LLC. and TGS-NOPEC Geophysical Company ASA (incorporated by reference from Exhibit 10.1 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on January 13, 2020)

EX-10.1 Exhibit 10.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT FOR THE AKLAQ AND KUUKPIK SURVEYS BY AND AMONG SAEXPLORATION, INC., ALASKAN SEISMIC VENTURES, LLC AND TGS-NOPEC GEOPHYSICAL COMPANY ASA January 9, 2020 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT FOR THE AKLAQ AND KUUKPIK SURVEYS, dated as of January 9, 2020, is by and among SAExploration, Inc., a Delaware corporation with

January 8, 2020 SC 13G/A

SAEXW / SAExploration Holdings, Inc. / DUPONT CAPITAL MANAGEMENT Corp - DUPONT CAPITAL MANAGEMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* SAEXPLORATION HOLDINGS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 78636X873 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 2, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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 (Date of earliest event reported): December 30, 2019 SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fil

January 2, 2020 EX-10.1

Amendment No. 1 to Forbearance Agreement, dated as of December 31, 2019, among SAExploration, Inc., SAExploration Holdings, Inc., the other loan parties party thereto and the lenders party thereto (incorporated by reference from Exhibit 10.1 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on January 2, 2020)

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT, dated as of December 31, 2019 (this “Amendment”) among SAEXPLORATION, INC., a Delaware corporation (the “Borrower”), SAExploration Holdings, Inc., a Delaware corporation (“Parent”), the other Loan Parties (as defined in the Credit Agreement referred to below), and the Lend

January 2, 2020 EX-10.3

Amendment No. 1 to Forbearance Agreement, dated as of December 31, 2019, among SAExploration Holdings, Inc. and the holders party thereto (incorporated by reference from Exhibit 10.3 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on January 2, 2020).

EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT, dated as of December 31, 2019 (this “Amendment”) among SAEXPLORATION HOLDINGS, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to below and, together with the Issuer, the “Company Indenture Parties”), and the Holders (as de

January 2, 2020 EX-10.2

Amendment No. 1 to Forbearance Agreement, dated as of December 31, 2019, among SAExploration Holdings, Inc., the other loan parties party thereto and the lenders party thereto (incorporated by reference from Exhibit 10.2 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on January 2, 2020)

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT, dated as of December 31, 2019 (this “Amendment”) among SAEXPLORATION HOLDINGS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement referred to below), and the Lenders (as defined in the Credit Agreement) party hereto (t

December 20, 2019 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / WHITEBOX ADVISORS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

December 12, 2019 EX-4.1

Warrant Agreement dated as of December 11, 2019 between SAExploration Holdings, Inc., a Delaware corporation, and Continental Stock Transfer & Trust Company, a New York corporation (incorporated by reference from Exhibit 4.1 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on December 12, 2019)

EX-4.1 Exhibit 4.1 WARRANT AGREEMENT dated as of December 11, 2019 between SAExploration Holdings, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent TABLE OF CONTENTS Page Article 1 Definitions 1 Section 1.01 Certain Definitions 1 Article 2 Issuance and Transfer of Warrants 8 Section 2.01 Issuance and Delivery of Warrants 8 Section 2.02 Reserved 9 Section 2.03 Registration, Tra

December 12, 2019 EX-10.2

Amendment No. 1 Intercreditor Amendment, dated as of December 11, 2019, by and among Cantor Fitzgerald Securities, as agent, Delaware Trust Company, as administrative agent and collateral agent, Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, and the ABL Lenders, Term Lenders and holders of Convertible Notes party thereto.

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”) dated as of December 11, 2019, by and between CANTOR FITZGERALD SECURITIES, as agent (in such capacity, with its successors and assigns, and as defined in the Intercreditor Agreement, the “ABL Agent”), DELAWARE TRUST COMPANY, as administrative agent and co

December 12, 2019 EX-10.1

Amendment No. 5 to Third Amended and Restated Credit Agreement and Security Agreement, dated as of December 11, 2019, by and among SAExploration, Inc., a Delaware corporation, as borrower, SAExploration Holdings, Inc., a Delaware corporation, the other guarantors parties thereto, the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the Lenders (incorporated by reference from Exhibit 10.1 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on December 12, 2019)

EX-10.1 Exhibit 10.1 AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of December 11, 2019, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, each Lender set forth on Schedule A hereto under the headin

December 12, 2019 EX-10.3

Amendment No. 1 to Amended and Restated Intercreditor Agreement, dated as of December 11, 2019, by and among Cantor Fitzgerald Securities, as agent, Delaware Trust Company, as administrative agent and collateral agent, and the ABL Lenders and Term Lenders party thereto.

EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Amendment”) dated as of December 11, 2019, by and between CANTOR FITZGERALD SECURITIES, as agent (in such capacity, with its successors and assigns, and as defined in the Amended and Restated Intercreditor Agreement, the “ABL

December 12, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 d838347d8k.htm 8-K 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 (Date of earliest event reported): December 12, 2019 (December 11, 2019) SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of

December 9, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 (Date of earliest event reported): December 9, 2019 (December 6, 2019) SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (

November 29, 2019 EX-10.1

Asset Sale Agreement, dated as of November 22, 2019 among SAExploration (Australia) Pty Ltd., SAExploration Holdings, Inc. and Terrex Pty Ltd. (incorporated by reference from Exhibit 10.1 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on November 29, 2019)

EX-10.1 Exhibit 10.1 Asset sale agreement: Date: 22 November 2019 SAEXPLORATION (AUSTRALIA) PTY LTD SAE (AUSTRALIA) PTY LTD (formerly known as GEOKINETICS (AUSTRALIA) PTY LTD) SAEXPLORATION HOLDINGS, INC. TERREX PTY LTD Melbourne Level 12 600 Bourke Street Melbourne VIC 3000 Australia GPO Box 1842 Melbourne VIC 3001 Australia DX 370 Melbourne VIC T +61 3 9269 9000 F +61 3 9269 9001 www.landers.com

November 29, 2019 EX-10.2

Amendment No. 4 to Third Amended and Restated Credit Agreement and Security Agreement, dated as of November 22, 2019, among SAExploration, Inc. SAExploration Holdings, Inc., the other loan parties thereto and the lenders party thereto (incorporated by reference from Exhibit 10.2 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on November 29, 2019)

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of November 22, 2019, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders party hereto, and amends

November 29, 2019 EX-10.3

Amendment No. 9 to the Term Loan and Security Agreement, dated as of November 22, 2019 among SAExploration Holdings, Inc., the other loan parties thereto and the lenders party thereto (incorporated by reference from Exhibit 10.3 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on November 29, 2019)

EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 9 TO TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 9 TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of November 22, 2019, is entered into among SAExploration Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders party hereto, and amends that certain Term Loan and Security Agr

November 29, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d815685d8k.htm 8-K 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 (Date of earliest event reported): November 22, 2019 SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-

November 22, 2019 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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 (Date of earliest event reported): November 19, 2019 SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file nu

November 22, 2019 EX-99.1

SAEXPLORATION ANNOUNCES Receipt of Nasdaq Non-Compliance Letter

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES Receipt of Nasdaq Non-Compliance Letter November 22, 2019 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced that on November 19, 2019, it received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had

November 19, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 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 (Date of earliest event reported): November 14, 2019 SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fil

November 19, 2019 EX-10.3

Amendment No. 3 to Third Amended and Restated Credit Agreement and Security Agreement, dated as of November 18, 2019, among SAExploration, Inc. SAExploration Holdings, Inc., the other loan parties thereto and the lenders party thereto (incorporated by reference from Exhibit 10.3 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on November 19, 2019)

EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of November 18, 2019, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders party hereto, and amends

November 19, 2019 EX-10.1

Secured Promissory Note made by SAExploration, Inc. to GTC, Inc., dated as of November 18, 2019 (incorporated by reference from Exhibit 10.1 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on November 19, 2019)

EX-10.1 Exhibit 10.1 SECURED PROMISSORY NOTE $9,973,730.00 Houston, Texas November 18, 2019 For value received, the undersigned, SAEXPLORATION, INC., a Delaware corporation located at 1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079 (the “Maker”), promises to pay to the order of GTC, INC. (together with its successors and assigns and subsequent holders of this Note, “Payee”) the principal s

November 19, 2019 EX-10.4

Amendment No. 8 to the Term Loan and Security Agreement, dated as of November 18, 2019 among SAExploration Holdings, Inc., the other loan parties thereto and the lenders party thereto (incorporated by reference from Exhibit 10.4 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on November 19, 2019)

EX-10.4 Exhibit 10.4 Execution Version AMENDMENT NO. 8 TO TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 8 TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of November 18, 2019, is entered into among SAExploration Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders party hereto, and amends that certain Term Loan and Security Agr

November 19, 2019 EX-99.1

SAEXPLORATION ANNOUNCES $130 MILLION OF NEW PROJECTS IN ALASKA, CANADA AND MIDDLE EAST

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES $130 MILLION OF NEW PROJECTS IN ALASKA, CANADA AND MIDDLE EAST November 18, 2019 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced a combined $130 million of new projects in Alaska, Canada and the Middle East. The largest contract is valued at approximately $112 million for onshore data acqu

November 19, 2019 EX-10.5

First Supplemental Indenture, dated as of November 18, 2019, among SAExploration Holdings, Inc., the guarantors party thereto, Wilmington Savings Fund, FSB, as trustee and collateral trustee, and the holders party thereto (incorporated by reference from Exhibit 10.5 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on November 19, 2019)

EX-10.5 Exhibit 10.5 Execution Version FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 18, 2019, is among SAExploration Holdings, Inc., a Delaware corporation (the “Issuer” or the “Company”), the Guarantors party hereto (together with the Issuer, the “Company Indenture Parties”), Wilmington Savings Fund Society, FSB, as Trustee (i

November 19, 2019 EX-10.2

Purchase Money Security Agreement, dated as of November 18, 2019, between SAExploration, Inc. and GTC, Inc. (incorporated by reference from Exhibit 10.2 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on November 19, 2019)

EX-10.2 Exhibit 10.2 PURCHASE MONEY SECURITY AGREEMENT This PURCHASE MONEY SECURITY AGREEMENT (this “Agreement”) is dated as of November 18, 2019, by and between SAEXPLORATION, INC., a Delaware corporation (the “Company”), having an office at 1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079, and GTC, INC., a Texas corporation (together with its successors and assigns and subsequent holders

November 15, 2019 NT 10-Q

SAEX / SAExploration Holdings, Inc. NT 10-Q - - NT 10-Q

NT 10-Q 1 saex-nt10q20190930.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-35471 CUSIP NUMBER: 78636X204 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2019 [] Transition Report on Form 10-K [] Transition Report on Form

October 3, 2019 EX-99.1

SAEXPLORATION ANNOUNCES NEW $28 Million Ocean-Bottom Marine project award in Asia Pacific

EX-99.1 2 saex-ex9917.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES NEW $28 Million Ocean-Bottom Marine project award in Asia Pacific September 26, 2019 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced a new shallow-water ocean-bottom marine project award in the Asia Pacific region for a major national oil company valued at

October 3, 2019 8-K

Financial Statements and Exhibits, Other Events

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 (Date of earliest event reported): September 26, 2019 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fi

September 25, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 saex-8k20190923.htm 8-K 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 (Date of earliest event reported): September 23, 2019 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpora

September 25, 2019 EX-10.1

Subsequent Advance Commitment Request and Amendment No. 2 to Third Amended and Restated Credit and Security Agreement, dated as of September 23, 2019, among SAExploration, Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto and Cantor Fitzgerald Securities (incorporated by reference from Exhibit 10.1 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on September 25, 2019)

Exhibit 10.1 SUBSEQUENT ADVANCE COMMITMENT REQUEST AND AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This SUBSEQUENT ADVANCE COMMITMENT REQUEST AND AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of September 23, 2019, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarant

September 25, 2019 EX-99.1

SAEXPLORATION ANNOUNCES ENTRY INTO FORBEARANCE AGREEMENTS, ADDITIONAL ADVANCES UNDER ITS CREDIT AGREEMENT AND REPAYMENT OF ITS 10% SENIOR NOTES DUE 2019

EX-99.1 3 saex-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES ENTRY INTO FORBEARANCE AGREEMENTS, ADDITIONAL ADVANCES UNDER ITS CREDIT AGREEMENT AND REPAYMENT OF ITS 10% SENIOR NOTES DUE 2019 September 24, 2019 – HOUSTON, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced that on September 23, 2019 it entered into forbearance agreements (th

September 23, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 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 (Date of earliest event reported): September 23, 2019 (September 6, 2019) SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35471 27-4867100 (State or other jurisdiction o

September 23, 2019 EX-10.3

Forbearance Agreement, dated as of September 23, 2019, among SAExploration Holdings, Inc. and the holders party thereto.

EX-10.3 Exhibit 10.3 EXECUTION VERSION FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”), is entered into as of September 23, 2019, among SAEXPLORATION HOLDINGS, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to below and, together with the Issuer, the “Company Indenture Parties”), and the Holders (as defined in the Indenture) pa

September 23, 2019 EX-10.2

Forbearance Agreement, dated as of September 23, 2019, among SAExploration Holdings, Inc., the other loan parties party thereto and the lenders party thereto.

EX-10.2 Exhibit 10.2 EXECUTION VERSION FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”), is entered into as of September 23, 2019, among SAEXPLORATION HOLDINGS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement referred to below), and the Lenders (as defined in the Credit Agreement) party hereto (the “Forbearing Lenders”),

September 23, 2019 EX-10.1

Forbearance Agreement, dated as of September 23, 2019, among SAExploration, Inc., SAExploration Holdings, Inc., the other loan parties thereto and the lenders party thereto (incorporated by reference from Exhibit 10.1 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on September 23, 2019)

EX-10.1 Exhibit 10.1 EXECUTION VERSION FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”), is entered into as of September 23, 2019, among SAEXPLORATION, INC., a Delaware corporation (the “Borrower”), SAExploration Holdings, Inc., a Delaware corporation (“Parent”), the other Loan Parties (as defined in the Credit Agreement referred to below), and the Lenders (as defined in the Cre

August 22, 2019 EX-99.1

SAEXPLORATION APPOINTS INDUSTRY VETERAN MICHAEL FAUST AS INTERIM PRESIDENT IN ADDITION TO ROLE AS EXECUTIVE CHAIRMAN OF THE BOARD

FOR IMMEDIATE RELEASE SAEXPLORATION APPOINTS INDUSTRY VETERAN MICHAEL FAUST AS INTERIM PRESIDENT IN ADDITION TO ROLE AS EXECUTIVE CHAIRMAN OF THE BOARD August 22, 2019 – HOUSTON, TX – SAExploration Holdings, Inc.

August 22, 2019 EX-10.1

Executive Employment Agreement, dated as of August 19, 2019, between Michael Faust and SAExploration Holdings, Inc. (incorporated by reference from Exhibit 10.1 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on August 22, 2019)

EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), effective as of August 19, 2019 (“Effective Date”), is entered into by SAExploration Holdings, Inc.

August 22, 2019 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 saex-8k20190816.htm 8-K 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 (Date of earliest event reported): August 16, 2019 SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 0

August 16, 2019 EX-10.2

Second Amendment to the Amended and Restated Executive Employment Agreement, dated as of August 15, 2019, between SAExploration Holdings, Inc. and Jeffrey Hastings (incorporated by reference from Exhibit 10.2 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on August 16, 2019)

EX-10.2 Exhibit 10.2 SECOND AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Second Amendment to the Amended and Restated Executive Employment Agreement (the “Amendment”) is effective as of August 15, 2019 (“Effective Date”) and is entered into by and between SAExploration Holdings, Inc., a Delaware corporation (the “Employer” or the “Company”), and Jeffrey Hastings (the “

August 16, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

8-K 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 (Date of earliest event reported): August 14, 2019 SAExploration Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35471 27-4867100 (State or other jurisdiction of incorporation) (Commi

August 16, 2019 EX-99.1

SAExploration Announces SEC Investigation; Establishment of Special Committee; Restatement of Historical Financial Statements; Appointment of Interim CFO

EX-99.1 4 d778870dex991.htm EX-99.1 Exhibit 99.1 SAExploration Announces SEC Investigation; Establishment of Special Committee; Restatement of Historical Financial Statements; Appointment of Interim CFO Houston, TX—August 15, 2019—SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) (“SAE” or the “Company”) announced today that the Securities and Exchange Commission (the “SEC”) is conducting

August 16, 2019 EX-10.1

Engagement Letter, dated as of August 15, 2019, between SAExploration Holdings, Inc. and Ham, Langston & Brezina, LLP (incorporated by reference from SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on August 16, 2019)

EX-10.1 Exhibit 10.1 11550 Fuqua St., Ste. 475 Houston, Texas 77034 281-481-1040 Main hlb-cpa.com August 7, 2019 Mr. L. Melvin Cooper Audit Committee Chairman SAExploration Holdings, Inc. 1160 Dairy Ashford, Suite 160 Houston, TX 77079 Re: Agreement for Consulting Services Dear Mel: Thank you for selecting Ham, Langston & Brezina, L.L.P. (“HL&B” or “we”). We appreciate the opportunity to provide a

August 15, 2019 NT 10-Q

SAEX / SAExploration Holdings, Inc. NT 10-Q - - NT 10-Q

NT 10-Q SEC FILE NUMBER 001-35471 CUSIP NUMBER 78636X204 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 21, 2019 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 (Date of earliest event reported): June 11, 2019 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file nu

June 21, 2019 EX-99.1

SAEXPLORATION completes largest shallow water Ocean-bottom marine seismic project in company’s history

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION completes largest shallow water Ocean-bottom marine seismic project in company’s history June 11, 2019 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced that it has successfully completed the largest shallow water ocean-bottom marine project in the Company’s history. Contracted to SAExploration by a major nati

June 10, 2019 424B3

SAExploration Holdings, Inc. 242,795 Shares of Common Stock

424B3 1 d731506d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Number 333-231793 PROSPECTUS SAExploration Holdings, Inc. 242,795 Shares of Common Stock This prospectus relates to an offer and sale of up to 242,795 shares of common stock, par value $0.0001 per share (the “Common Stock”), of SAExploration Holdings, Inc. (the “Company”) by the selling stockholder iden

June 5, 2019 CORRESP

SAEX / SAExploration Holdings, Inc. CORRESP - -

CORRESP SAExploration Holdings, Inc. 1160 Dairy Ashford Rd., Suite 160 Houston, TX 77079 Main: +1 281-258-4400 June 5, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SAExploration Holdings, Inc. (the “Company”) Registration Statement on Form S-3 (Registration No. 333-231793) Request for Acceleration of Effectiveness L

May 29, 2019 S-3

SAEX / SAExploration Holdings, Inc. S-3 - - S-3

S-3 1 d731506ds3.htm S-3 Table of Contents As filed with the U.S. Securities and Exchange Commission on May 29, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAEXPLORATION HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of

May 15, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 (Date of earliest event reported): May 7, 2019 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file numb

May 15, 2019 EX-99.1

SAEXPLORATION ANNOUNCES FIRST QUARTER 2019 EARNINGS RELEASE AND CONFERENCE CALL SCHEDULE

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES FIRST QUARTER 2019 EARNINGS RELEASE AND CONFERENCE CALL SCHEDULE May 7, 2019 – HOUSTON, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced plans to release its unaudited consolidated financial results for the first quarter ended March 31, 2019 on Monday, May 13, 2019 after close of trading. SAE has scheduled a c

May 15, 2019 EX-99.2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)

Exhibit 99.2 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES FIRST QUARTER 2019 unaudited CONSOLIDATED FINANCIAL RESULTS May 13, 2019 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced its unaudited consolidated financial results for the first quarter (“Q1”) ended March 31, 2019. First Quarter 2019 Summary • Revenue of $93.4 million, an increase of 151.6% from

May 14, 2019 10-Q

Form 10-Q

10-Q 1 saex-10q20190331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

April 30, 2019 DEF 14A

Schedule 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a–12 SAEXPLORATION HOLDINGS, INC.

April 25, 2019 EX-99.1

SAEXPLORATION ANNOUNCES NEW $25 Million Ocean-Bottom Marine project award in BRAZIL

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES NEW $25 Million Ocean-Bottom Marine project award in BRAZIL April 23, 2019 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced a new deep-water ocean-bottom marine project award in Brazil for a major international oil company valued at approximately $25 million. Services to be provided will in

April 25, 2019 8-K

Financial Statements and Exhibits, Other Events

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 (Date of earliest event reported): April 23, 2019 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file n

April 4, 2019 EX-10.2

Form of True–Up MIP Award Restricted Stock Unit Notice and Agreement (incorporated by reference from Exhibit 10.2 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on April 4, 2019)

Exhibit 10.2 SAEXPLORATION HOLDINGS, INC. AMENDED & RESTATED 2018 LONG TERM INCENTIVE PLAN TRUE-UP MIP AWARD RESTRICTED STOCK UNIT NOTICE AND AGREEMENT This Restricted Stock Unit Notice and Agreement (the “Agreement”) is made as of [DATE], (the “Grant Date”) between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participant”). 1.Grant. The Company hereby gra

April 4, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 (Date of earliest event reported): March 29, 2019 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file n

April 4, 2019 EX-10.1

Form of 2018 LTIP Restricted Stock Unit Notice and Agreement (incorporated by reference from Exhibit 10.1 to SAExploration Holdings, Inc.’s Current Report on Form 8–K filed with the SEC on April 4, 2019)

Exhibit 10.1 SAEXPLORATION HOLDINGS, INC. AMENDED & RESTATED 2018 LONG TERM INCENTIVE PLAN FY 2018 LONG-TERM INCENTIVE AWARDS RESTRICTED STOCK UNIT NOTICE AND AGREEMENT This Restricted Stock Unit Notice and Agreement (the “Agreement”) is made as of [DATE], (the “Grant Date”) between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participant”). 1.Grant. The C

April 1, 2019 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / WHITEBOX ADVISORS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

March 28, 2019 EX-99.1

SAEXPLORATION ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2018 EARNINGS RELEASE AND CONFERENCE CALL SCHEDULE

EX-99.1 2 saex-ex9916.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2018 EARNINGS RELEASE AND CONFERENCE CALL SCHEDULE March 20, 2019 – HOUSTON, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced plans to release its consolidated financial results for the fourth quarter and fiscal year ended December 31, 2018 on Mo

March 28, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 (Date of earliest event reported): March 20, 2019 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file n

March 28, 2019 EX-99.2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)

EX-99.2 3 saex-ex9927.htm EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES FOURTH QUARTER and fiscal year 2018 CONSOLIDATED FINANCIAL RESULTS March 25, 2019 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced its consolidated financial results for the fourth quarter (“Q4”) and fiscal year ended December 31, 2018. Fourth Quarter 2018 Summary •

March 25, 2019 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001–35471 SAExploration Holdings, Inc. (Exact name of registrant as sp

March 25, 2019 EX-21.1

List of subsidiaries

EX-21.1 5 saex-ex21177.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF SAEXPLORATION HOLDINGS, INC. Name State or County of Organization SAExploration Sub, Inc. Delaware SAExploration, Inc. Delaware SAExploration Seismic Services (US), LLC Delaware NES, LLC Alaska Southeast Asian Exploration Pte., Ltd. Singapore SAExploration Papua New Guinea Ltd. New Guinea SAExploration (Australia) Pty Ltd. Australia G

March 25, 2019 EX-10.18

Amendment No. 1 to Pledge and Security Agreement, dated as of January 25, 2019 by and among SAExploration Holdings, Inc. and certain of its subsidiaries in favor of Wilmington Saving Fund Society, FSB, as Collateral Trustee

Exhibit 10.18 AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT This AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”) dated as of January 25, 2019, is entered into among SAExploration Holdings, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company party hereto, and Wilmington Savings Funds Society, FSB, as collateral trustee for the Secured Parties (in suc

March 25, 2019 EX-10.11

Amendment No. 6 dated as of January 25, 2019 to Term Loan and Security Agreement

Exhibit 10.11 AMENDMENT NO. 6 TO TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 6 TO TERM LOAN AND SECURITY AGREEMENT (this “Sixth Amendment”), dated effective as of January 25, 2019, is entered into among SAExploration Holdings, Inc., a Delaware corporation (“Borrower”), the Guarantors party hereto, the Lenders party hereto (the “Lenders”), and Delaware Trust Company, as Administrative Agent

March 25, 2019 EX-10.3

Amendment No. 1 to Third Amended and Restated Credit and Security Agreement, dated as of January 25, 2019, among SAExploration, Inc., as Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Cantor Fitzgerald Securities, as ABL Agent

Exhibit 10.3 AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of January 25, 2019, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Cantor Fitzgerald Securities, as admin

March 8, 2019 EX-99.2

SAEXPLORATION ANNOUNCES $60 MILLION OF NEW PROJECTS IN ALASKA AND SOUTHEAST ASIA

EX-99.2 4 d708494dex992.htm EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES $60 MILLION OF NEW PROJECTS IN ALASKA AND SOUTHEAST ASIA March 7, 2019 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced a combined $60 million of new projects in Alaska and Southeast Asia. The project in Alaska is for onshore data acquisition and data pro

March 8, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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 (Date of earliest event reported): March 5, 2019 SAEXPLORATION HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35471 27-4867100 (State or other jurisdiction of incorporation) (Com

March 8, 2019 EX-10.1

Amendment No. 7 to Term Loan and Security Agreement, dated as of March 5, 2019, among SAExploration Holdings, Inc., as Borrower, the Guarantors party thereto, Delaware Trust Company, as Administrative Agent and Collateral Agent, and the Lenders party thereto.

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 7 TO TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 7 TO TERM LOAN AND SECURITY AGREEMENT (this “Seventh Amendment”), dated effective as of March 5, 2019, is entered into among SAExploration Holdings, Inc., a Delaware corporation (“Borrower”), the Guarantors party hereto, the Lenders party hereto, and Delaware Trust Company, as Administrati

March 8, 2019 EX-99.1

SAEXPLORATION ANNOUNCES ONE YEAR EXTENSION OF TERM LOAN MATURITY DATE

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES ONE YEAR EXTENSION OF TERM LOAN MATURITY DATE March 5, 2019 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced it has entered into an amendment with the holders (the “Holders”) of all the outstanding loans under its $29 million Senior Loan Facility (“Term Loan”) due January 2, 2020 to

February 14, 2019 SC 13G/A

SAEXW / SAExploration Holdings, Inc. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - SAEXPLORATION HOLDINGS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SAExploration Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78636X873 (CUSIP Number) December 31, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

February 8, 2019 8-K

Unregistered Sales of Equity Securities

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 (Date of earliest event reported): February 6, 2019 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file

January 4, 2019 SC 13G/A

SAEXW / SAExploration Holdings, Inc. / DUPONT CAPITAL MANAGEMENT Corp - DUPONT CAPITAL MANAGEMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* SAEXPLORATION HOLDINGS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 78636X204 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

December 18, 2018 CORRESP

SAEX / SAExploration Holdings, Inc.

CORRESP 1 filename1.htm December 18, 2018 VIA EDGAR Kevin Dougherty U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4628 Washington, D.C. 20549-3561 Re: SAExploration Holdings, Inc. Registration Statement on Form S-3 File No. 333-228738 Dear Mr. Dougherty: Pursuant to Rule 461 under the Securities Act of 1933, as amended, SAExploration Holdings,

December 14, 2018 S-8

SAEX / SAExploration Holdings, Inc. S-8

S-8 As filed with the Securities and Exchange Commission on December 14, 2018 Registration No.

December 11, 2018 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / WHITEBOX ADVISORS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

December 10, 2018 S-3

SAEX / SAExploration Holdings, Inc. S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on December 10, 2018 Registration No.

December 7, 2018 SC 13G/A

SAEXW / SAExploration Holdings, Inc. / DUPONT CAPITAL MANAGEMENT Corp - DUPONT CAPITAL MANAGEMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* SAEXPLORATION HOLDINGS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 78636X204 (CUSIP Number) November 30, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

November 29, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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 (Date of earliest event reported): November 26, 2018 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fil

November 29, 2018 EX-3.1

Fourth Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of SAExploration Holdings, Inc., dated November 26, 2018 (filed as Exhibit 3.1 to SAExploration Holdings, Inc.’s Current Report on Form 8-K on November 29, 2018, and incorporated herein by reference).

Exhibit 3.1 FOURTH CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAEXPLORATION HOLDINGS, INC. SAExploration Holdings, Inc. (the “Corporation”), a corporation duly incorporated and validly existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby files this Third Certificate of Amendment (this “Amendment”) to the Third Amended

November 15, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 (Date of earliest event reported): November 7, 2018 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file

November 15, 2018 EX-99.1

SAEXPLORATION ANNOUNCES THIRD QUARTER 2018 EARNINGS RELEASE AND CONFERENCE CALL SCHEDULE

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES THIRD QUARTER 2018 EARNINGS RELEASE AND CONFERENCE CALL SCHEDULE November 7, 2018 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced plans to release its unaudited consolidated financial results for the third quarter ended September 30, 2018 on Tuesday, November 13, 2018 before market open. S

November 15, 2018 EX-99.2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)

Exhibit 99.2 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES THIRD QUARTER 2018 UNAUDITED CONSOLIDATED FINANCIAL RESULTS November 13, 2018 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced its financial results for the third quarter of 2018. Third Quarter 2018 Summary • Revenue of $15.0 million, compared to $22.5 million in Q3 2017 • Gross (loss) profit of $(4

November 13, 2018 10-Q

SAEX / SAExploration Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35471 SAExploration Holdin

October 30, 2018 DEF 14C

SAEX / SAExploration Holdings, Inc. DEFINITIVE INFORMATION STATEMENT

PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement SAEXPLORATION HOLDINGS, INC.

October 19, 2018 PRE 14C

SAEX / SAExploration Holdings, Inc. PRELIMINARY INFORMATION STATEMENT

PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement SAEXPLORATION HOLDINGS, INC.

October 19, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 (Date of earliest event reported): October 16, 2018 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file

October 19, 2018 EX-10.1

SAExploration Holdings, Inc. Amendment to Amended and Restated 2018 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 19, 2018).

Exhibit 10.1 SAEXPLORATION HOLDINGS, INC. AMENDMENT TO AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN 1. Purpose of Amendment. The SAExploration Holdings, Inc. 2018 Long-Term Incentive Plan was originally adopted by the Board and the Company’s stockholders on January 26, 2018, was amended and restated as adopted by the Board and the Company’s stockholders effective as of September 13, 2018 and

October 10, 2018 SC 13G/A

SAEXW / SAExploration Holdings, Inc. / DUPONT CAPITAL MANAGEMENT Corp - DUPONT CAPITAL MANAGEMENT Passive Investment

SC 13G/A 1 saexa3101018.htm DUPONT CAPITAL MANAGEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* SAEXPLORATION HOLDINGS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 78636X204 (CUSIP Number) September 28, 2018 (Date of Event which Requires Filing of this Statement) Check the a

October 9, 2018 SC 13G/A

SAEXW / SAExploration Holdings, Inc. / DUPONT CAPITAL MANAGEMENT Corp - DUPONT CAPITAL MANAGEMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SAEXPLORATION HOLDINGS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 78636X204 (CUSIP Number) September 28, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

October 5, 2018 EX-99.1

SAEXPLORATION ANNOUNCES Letter of Award for $100 Million MARINE PROJECT in SOUTH Asia

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES Letter of Award for $100 Million MARINE PROJECT in SOUTH Asia October 3, 2018 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced receipt of a letter of award for a new marine project in South Asia for a major National Oil Company valued at approximately $100 million. The project is expected t

October 5, 2018 8-K

Financial Statements and Exhibits, Other Events

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 (Date of earliest event reported): October 3, 2018 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file

October 5, 2018 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / BlueMountain Capital Management, LLC - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* SAEXPLORATION HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78636X204 (CUSIP Number) with a copy to: Eric M. Albert BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, New York 10017 212

October 5, 2018 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / WHITEBOX ADVISORS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

October 2, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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 (Date of earliest event reported): September 26, 2018 SAEXPLORATION HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35471 27-4867100 (State or other jurisdiction of incorporation)

October 2, 2018 EX-10.5

Intercreditor Agreement, dated as of September 26, 2018, among Cantor Fitzgerald Securities, as ABL Agent, Delaware Trust Company, as Term Agent and Wilmington Savings Fund Society, FSB, as Convertible Noteholder Trustee, and acknowledged and consented to by SAExploration Holdings, Inc. and certain of its subsidiaries.

EX-10.5 Exhibit 10.5 EXECUTION VERSION INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of September 26, 2018, is by and among CANTOR FITZGERALD SECURITIES, as agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Agent”), DELAWARE TRUST COMPANY, as administrative agent and collateral agent (in such capacities wi

October 2, 2018 EX-10.3

Pledge and Security Agreement, dated as of September 26, 2018, by and among SAExploration Holdings, Inc. and certain of its subsidiaries in favor of Wilmington Savings Fund Society, FSB, as Collateral Trustee.

EX-10.3 Exhibit 10.3 EXECUTION VERSION PLEDGE AND SECURITY AGREEMENT made by SAEXPLORATION HOLDINGS, INC. and CERTAIN OF ITS SUBSIDIARIES in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral Trustee Dated as of September 26, 2018 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 7 SECTION 2. GRANT OF SECURITY INTEREST 8 SECTION 3. REPR

October 2, 2018 EX-4.1

Indenture, dated as of September 26, 2018, between SAExploration Holdings, Inc., the Guarantors from time to time party thereto and Wilmington Savings Fund Society, FSB, as Trustee and Collateral Trustee

EX-4.1 Exhibit 4.1 Execution Copy SAEXPLORATION HOLDINGS, INC. THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Trustee SENIOR SECURED CONVERTIBLE NOTES INDENTURE Dated as of September 26, 2018 6.00% Senior Secured Convertible Notes due 2023 TABLE OF CONTENTS ARTICLE 1 Definitions 7 Section 1.01. Definitions 7 Sectio

October 2, 2018 EX-99.1

SAEXPLORATION CLOSES ISSUANCE OF 6.00% SENIOR SECURED CONVERTIBLE NOTES DUE 2023 AND PROVIDES UPDATE ON CAPITAL STRUCTURE AND LIQUIDITY

EX-99.1 9 d628570dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION CLOSES ISSUANCE OF 6.00% SENIOR SECURED CONVERTIBLE NOTES DUE 2023 AND PROVIDES UPDATE ON CAPITAL STRUCTURE AND LIQUIDITY September 26, 2018 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced that it has issued $60 million aggregate principal amount of 6.00% Senior S

October 2, 2018 EX-10.6

Amendment No. 5 to Term Loan and Security Agreement, dated as of September 26, 2018, among SAExploration Holdings, Inc., as Borrower, the Guarantors party thereto, Delaware Trust Company, as Administrative Agent and Collateral Agent, and the Lenders party thereto

EX-10.6 Exhibit 10.6 [Execution Version] AMENDMENT NO. 5 TO TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 5 TO TERM LOAN AND SECURITY AGREEMENT (this “Fifth Amendment”), dated effective as of September 26, 2018, is entered into among SAExploration Holdings, Inc., a Delaware corporation (“Borrower”), SAExploration Acquisitions (U.S.), LLC, a Delaware limited liability company (the “New Guaran

October 2, 2018 EX-10.4

Third Amended and Restated Credit and Security Agreement, dated as of September 26, 2018, among SAExploration, Inc., as Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Cantor Fitzgerald Securities, as ABL Agent

EX-10.4 Exhibit 10.4 EXECUTION VERSION THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT by and among SAEXPLORATION, INC., as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders and CANTOR FITZGERALD SECURITIES, as Agent Dated as of September 26, 2018 TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION 2 1.1. Defi

October 2, 2018 EX-10.2

Registration Rights Agreement, dated as of September 26, 2018, by and among SAExploration Holdings, Inc. and the Purchasers party thereto

EX-10.2 Exhibit 10.2 Execution Copy REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 26, 2018, by and among SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and each of the Holders (as defined below) listed on the signature pages hereto on behalf of themselves and the other Holders. WHEREAS, the Compan

October 2, 2018 EX-10.1

Note Purchase Agreement, dated as of September 26, 2018, between SAExploration Holdings, Inc. and the Purchasers party thereto

EX-10.1 Exhibit 10.1 Execution Copy NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT, dated as of September 26 2018 (this “Agreement”), by and among SAEXPLORATION HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors party hereto (the “Guarantors”, and together with the Company (the “Company Parties”)), and each of the purchasers party to this Agreement (each such purchaser a

September 19, 2018 EX-3.2

Third Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of SAExploration Holdings, Inc., dated September 13, 2018 (filed as Exhibit 3.2 to SAExploration Holdings, Inc.’s Current Report on Form 8-K on September 19, 2018, and incorporated herein by reference).

Exhibit 3.2 THIRD CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAEXPLORATION HOLDINGS, INC. SAExploration Holdings, Inc. (the “Corporation”), a corporation duly incorporated and validly existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby files this Third Certificate of Amendment (this “Amendment”) to the Third Amended a

September 19, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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 (Date of earliest event reported): September 13, 2018 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fi

September 19, 2018 EX-3.1

Second Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of SAExploration Holdings, Inc., dated September 13, 2018 (filed as Exhibit 3.1 to SAExploration Holdings, Inc.’s Current Report on Form 8-K on September 19, 2018, and incorporated herein by reference).

EX-3.1 2 saex-ex317.htm EX-3.1 Exhibit 3.1 SECOND CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAEXPLORATION HOLDINGS, INC. SAExploration Holdings, Inc. (the “Corporation”), a corporation duly incorporated and validly existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby files this Second Certificate of Amendment (this “A

September 19, 2018 EX-99.1

SAEXPLORATION ANNOUNCES 20-To-1 Reverse Stock Split

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES 20-To-1 Reverse Stock Split September 14, 2018 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced the consummation of a 20-to-1 reverse split of its issued and outstanding common stock. SAE’s common stock will begin trading on a split-adjusted basis when the market opens on September 17, 2018

September 14, 2018 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / BlueMountain Capital Management, LLC - SAEXPLORATION 13D/AMEND 5 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* SAEXPLORATION HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78636X204 (CUSIP Number) with a copy to: Eric M. Albert BlueMountain Capital Management, LLC 280 Park Avenue, 12th Floor New York, New York 10017 212

September 12, 2018 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / WHITEBOX ADVISORS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

September 11, 2018 EX-4.1

Warrant Agreement, dated as of September 6, 2018, between SAExploration Holdings, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent

Exhibit 4.1 WARRANT AGREEMENT dated as of September 6, 2018 between SAExploration Holdings, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent TABLE OF CONTENTS Page Article 1 Definitions 1 Section 1.01 Certain Definitions 1 Article 2 Issuance, Execution and Transfer of Warrants 8 Section 2.01 Issuance and Delivery of Warrants 8 Section 2.02 Reserved 9 Section 2.03 Registration,

September 11, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 (Date of earliest event reported): September 6, 2018 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fil

August 24, 2018 DEF 14C

SAEX / SAExploration Holdings, Inc. SCHEDULE 14C

DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION

August 17, 2018 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / WHITEBOX ADVISORS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

August 14, 2018 EX-10.1

Form of Amended and Restated 2018 Long-Term Incentive Plan, adopted by the Board of Directors on August 9, 2018 and by Consenting Common Stockholders on August 14, 2018

EX-10.1 Exhibit 10.1 SAEXPLORATION HOLDINGS, INC. AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN 1. Purpose. The SAExploration Holdings, Inc. 2018 Long-Term Incentive Plan was originally adopted by the Board and the Company’s stockholders on January 26, 2018 and is hereby amended and restated (as so amended and restated, the “Plan”). The Plan’s purpose is to provide a means through which the C

August 14, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 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 (Date of earliest event reported): August 14, 2018 SAEXPLORATION HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35471 27-4867100 (State or other jurisdiction of incorporation) (C

August 14, 2018 PRE 14C

SAEX / SAExploration Holdings, Inc. PRELIMINARY INFORMATION STATEMENT

PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement SAEXPLORATION HOLDINGS, INC.

August 9, 2018 10-Q

SAEX / SAExploration Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10–Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35471 SAExploration Holdings, I

August 8, 2018 EX-99.2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Revenue from services $ 16,883 $ 13,559 $ 54,006 $ 99,728 Cost of services 19,710 11,62

EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES SECOND QUARTER 2018 UNAUDITED CONSOLIDATED FINANCIAL RESULTS August 8, 2018 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced its financial results for the second quarter of 2018. Second Quarter 2018 Summary and Recent Developments • Revenue of $16.9 million, compared to $13.6 million in Q2 2

August 8, 2018 EX-99.3

SAExploration INVESTOR UPDATE August 2018 A solid foundation of integrity, service and sustainability supports our global operations

EX-99.3 Exhibit 99.3 SAExploration INVESTOR UPDATE August 2018 A solid foundation of integrity, service and sustainability supports our global operations Forward Looking Statements Corporate Profile Ticker Symbol: NASDAQ: SAEX Stock Price (as of 08/07/18): $0.67 1-Month Avg. Daily Volume (shares): ~1.4 million Total Shares Outstanding (as of 08/07/18): (1) ~20.5 million Market Cap. (as of 08/07/18

August 8, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 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 (Date of earliest event reported): August 3, 2018 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fi

August 8, 2018 EX-99.1

SAEXPLORATION ANNOUNCES SECOND QUARTER 2018 EARNINGS RELEASE AND CONFERENCE CALL SCHEDULE

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES SECOND QUARTER 2018 EARNINGS RELEASE AND CONFERENCE CALL SCHEDULE August 3, 2018 – HOUSTON, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced plans to release its unaudited consolidated financial results for the second quarter ended June 30, 2018 on Wednesday, August 8, 2018 after close of trading. SAE

August 2, 2018 SC 13D/A

SAEXW / SAExploration Holdings, Inc. / WHITEBOX ADVISORS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

July 30, 2018 EX-99.2

SAEXPLORATION ANNOUNCES PROPOSED PRIVATE OFFERING OF $50 MILLION CONVERTIBLE SECURED NOTES

EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES PROPOSED PRIVATE OFFERING OF $50 MILLION CONVERTIBLE SECURED NOTES July 26, 2018 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced that it intends to offer, subject to market and other conditions, $50 million aggregate principal amount of 6.0% Convertible Secured Notes due 2023 in a

July 30, 2018 EX-10.1

Second Amended and Restated Credit and Security Agreement, dated as of July 25, 2018, among SAExploration, Inc., as Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Cantor Fitzgerald Securities, as Agent.

EX-10.1 Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT by and among SAEXPLORATION, INC., as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders and CANTOR FITZGERALD SECURITIES, as Agent Dated as of July 25, 2018 TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION 2 1.1. Definiti

July 30, 2018 EX-99.1

SAEXPLORATION ANNOUNCES CLOSING OF GEOKINETICS ASSET ACQUISITION AND CONVERSION OF 8.0% CUMULATIVE PERPETUAL SERIES A PREFERRED STOCK

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES CLOSING OF GEOKINETICS ASSET ACQUISITION AND CONVERSION OF 8.0% CUMULATIVE PERPETUAL SERIES A PREFERRED STOCK July 25, 2018 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced that its indirect wholly owned subsidiary SAExploration Acquisitions (U.S.), LLC (“Acquisitions Sub”) has comp

July 30, 2018 EX-2.1

Amendment No. 1, dated as of July 25, 2018, to Asset Purchase Agreement dated as of June 26, 2018 by and among Geokinetics Inc., Geokinetics Holdings USA, Inc., Geokinetics Processing, Inc., Geokinetics USA, Inc., Advanced Seismic Technology, Inc., Geokinetics International Holdings, Inc., Geokinetics International, Inc., Geokinetics (Australia) PTY Ltd., Geokinetics Exploration, Inc. and SAExploration Acquisitions (U.S.), LLC. (incorporated by reference from Exhibit 2.1 to SAExploration Holdings, Inc. Current Report on Form 8–K filed with the SEC on July 30, 2018).

EX-2.1 Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to the Asset Purchase Agreement (this “Amendment”), dated as of July 25, 2018, is entered into between Geokinetics Inc., a Delaware corporation, and certain of its subsidiaries, debtors and debtors-in-possession (each a “Seller” and, collectively, “Sellers”), and SAExploration Acquisitions (U.S.),

July 30, 2018 EX-10.2

Amendment No. 4 to Term Loan and Security Agreement, dated as of July 25, 2018, among SAExploration Holdings, Inc., as Borrower, the Guarantors party thereto, Delaware Trust Company, as Administrative Agent and Collateral Agent, and the Lenders party thereto.

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 4 TO TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 4 TO TERM LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”), dated effective as of July 25, 2018, is entered into among SAExploration Holdings, Inc., a Delaware corporation (“Borrower”), the Guarantors party hereto, the Lenders party hereto (the “Lenders”), and Delaware Trust Company,

July 30, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders

8-K 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 (Date of earliest event reported): July 24, 2018 SAEXPLORATION HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35471 27-4867100 (State or other jurisdiction of incorporation) (Com

July 30, 2018 EX-10.3

Purchase Money Loan and Security Agreement, dated as of July 25, 2018, among SAExploration Acquisitions (U.S.), LLC as Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Cantor Fitzgerald Securities, as Agent.

EX-10.3 Exhibit 10.3 EXECUTION VERSION PURCHASE MONEY LOAN AND SECURITY AGREEMENT by and among SAEXPLORATION ACQUISITIONS (U.S.), LLC, as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders and CANTOR FITZGERALD SECURITIES, as Agent Dated as of July 25, 2018 TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION 1 1.1. Defi

July 30, 2018 EX-99.3

This presentation, including any oral statements made regarding the contents of this presentation, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exch

EX-99.3 NASDAQ: SAEX July 2018 Detailed Capital Structure Update Exhibit 99.3 This presentation, including any oral statements made regarding the contents of this presentation, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended. All statements, other than statements of historica

July 11, 2018 EX-10.1

Amendment No. 3 to First Amended and Restated Credit and Security Agreement dated July 5, 2018 by and among SAExploration, Inc., as borrower, the guarantors party thereto, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders.

EX-10.1 2 d699363dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of July 5, 2018, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Cantor

July 11, 2018 EX-99.1

SAEXPLORATION ANNOUNCES UPSIZE OF CREDIT FACILITY AND REDEMPTION OF SENIOR NOTES

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES UPSIZE OF CREDIT FACILITY AND REDEMPTION OF SENIOR NOTES July 9, 2018 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCBB: SAEXW), or SAE, announced that on July 5, 2018 it amended its existing credit agreement to increase the lenders’ maximum commitment to $30,000,000. In connection with the amendment, SAE has drawn an addit

July 11, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 (Date of earliest event reported): July 5, 2018 SAEXPLORATION HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file num

July 2, 2018 EX-2.1

Asset Purchase Agreement dated as of June 26, 2018 by and among Geokinetics Inc., Geokinetics Holdings USA, Inc., Geokinetics Processing, Inc., Geokinetics USA, Inc., Advanced Seismic Technology, Inc., Geokinetics International Holdings, Inc., Geokinetics International, Inc., Geokinetics (Australia) PTY Ltd., Geokinetics Exploration, Inc. and SAExploration, Inc. (incorporated by reference from Exhibit 2.1 to SAExploration Holdings, Inc. Current Report on Form 8–K filed with the SEC on July 2, 2018).

EX-2.1 Exhibit 2.1 Execution Version SUBJECT TO FRE 408 CONFIDENTIAL ASSET PURCHASE AGREEMENT dated as of June 26, 2018 by and among GEOKINETICS INC., GEOKINETICS HOLDINGS USA, INC., GEOKINETICS PROCESSING, INC., GEOKINETICS USA, INC., ADVANCED SEISMIC TECHNOLOGY, INC., GEOKINETICS INTERNATIONAL HOLDINGS, INC., GEOKINETICS INTERNATIONAL, INC., GEOKINETICS (AUSTRALASIA) PTY. LTD., AND GEOKINETICS E

July 2, 2018 EX-99.1

SAEXPLORATION TO ACQUIRE ASSETS OF GEOKINETICS OUT OF BANKRUPTCY

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION TO ACQUIRE ASSETS OF GEOKINETICS OUT OF BANKRUPTCY June 27, 2018 – HOUSTON, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced that its wholly owned subsidiary SAExploration, Inc. (“SAE” or the “Company”) has entered into an asset purchase agreement that will be used as a “Stalking Horse” bid to acquire certain as

July 2, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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 (Date of earliest event reported): June 26, 2018 SAEXPLORATION HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission fil

June 19, 2018 EX-99.1

SAEXPLORATION ANNOUNCES INFORMATION REGARDING DIVIDENDS ON ITS SERIES A PREFERRED STOCK

Exhibit 99.1 FOR IMMEDIATE RELEASE SAEXPLORATION ANNOUNCES INFORMATION REGARDING DIVIDENDS ON ITS SERIES A PREFERRED STOCK June 15, 2018 – HOUSTON, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW) today announced that its Board of Directors declared on June 13, 2018 its intention to pay on July 1, 2018, to record holders on June 15, 2018 of its 8% Cumulative Perpetual Series A Prefer

June 19, 2018 8-K

Financial Statements and Exhibits, Other Events

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 (Date of earliest event reported): June 15, 2018 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file nu

June 13, 2018 8-K

Current Report

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 (Date of earliest event reported): June 13, 2018 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file nu

June 6, 2018 8-K

Other Events

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 (Date of earliest event reported): May 21, 2018 SAExploration Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file num

May 16, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 (Date of earliest event reported): May 11, 2018 SAEXPLORATION HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35471 (Commission file num

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