GEOKINETICS INC.

0000950144-07-005059.txt : 20070521 0000950144-07-005059.hdr.sgml : 20070521 20070521172830 ACCESSION NUMBER: 0000950144-07-005059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070521 DATE AS OF CHANGE: 20070521 GROUP MEMBERS: AVISTA CAPITAL PARTNERS (OFFSHORE), L.P. GROUP MEMBERS: AVISTA CAPITAL PARTNERS GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEOKINETICS INC CENTRAL INDEX KEY: 0000314606 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941690082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32355 FILM NUMBER: 07868981 BUSINESS ADDRESS: STREET 1: ONE RIVERWAY STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138507600 MAIL ADDRESS: STREET 1: ONE RIVERWAY STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Avista Capital Partners, L.P. CENTRAL INDEX KEY: 0001374541 IRS NUMBER: 204464005 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 65 E.55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 593-6958 MAIL ADDRESS: STREET 1: 65 E.55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 g07518sc13dza.htm GEOKINETICS INC. GEOKINETICS INC.


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

GEOKINETICS INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

372910-10-9

(CUSIP Number)

Avista Capital Partners, L.P.
65 East 55^th Street, 18th Floor
New York, New York 10022
Telephone: (212) 593-6900
Attn: Ben Silbert, Esq.

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:
Steven D. Rubin, Esq.
King & Spalding LLP
1100 Louisiana, Suite 4000
Houston, Texas 77002
(713)751-3240

May 21, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		372910-10-9

NAMES OF REPORTING PERSONS:

Avista Capital Partners, L.P.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

I.R.S. Identification No.: N/A

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

2,386,122
(See Item 5)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

2,386,122
(See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,386,122 (See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

18.9%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		372910-10-9

NAMES OF REPORTING PERSONS:

Avista Capital Partners (Offshore), L.P.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

I.R.S. Identification No.: N/A

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delware

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,139,599
(See Item 5)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,139,599
(See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,139,599 (See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

10.0%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		372910-10-9

NAMES OF REPORTING PERSONS:

Avista Capital Partners GP, LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

I.R.S. Identification No.: N/A

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delware

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

3,525,721
(See Item 5)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

3,525,721
(See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,525,721 (See Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

25.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Item 1. Security and Issuer.

This Amendment No. 3 amends the Statement on Schedule 13D (the “Schedule D”) filed with the Securities and Exchange Commission (“Commission”) on September 13, 2006 by Avista Capital Partners, L.P., a Delaware limited partnership (“Avista”), Avista Capital Partners (Offshore), L.P., a Delaware limited partnership (“Avista Offshore”) and Avista Capital Partners GP, LLC, (“Avista GP”) and the Amendment No. 2 (“Amendment No. 2”) filed on December 15, 2006 and the Amendment No. 1 (“Amendment No. 1”) filed on October 5, 2006, all filed by the same parties.

The title and class of equity security to which this amendment to the Schedule 13D relates is the Common Stock, par value $.01 per share (the “Common Stock”), of Geokinetics Inc., a Delaware corporation (“Geokinetics” or the “Company”). The principal executive offices of Geokinetics are located at One Riverway, Suite 2100 Houston, Texas 77056. The following amendments to the Schedule 13D are hereby made. Unless otherwise define herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D or Amendment No. 1 and/or Amendment No. 2.

Item 3. Source and Amount of Funds or Other Consideration.

On May 15, 2007 Avista Offshore purchased 1,000,000 shares of Common Stock in a public offering at $26.32 a share, the public offering price less underwriting discounts and commissions. Avista Offshore paid for the shares out of its available capital.

Item 5. Interest in Securities of the Issuer.

Based upon information set forth in the Company’s Prospectus dated May 10, 2007, as filed with the Commission on May 14, 2007, there were 10,233,227 shares of Common Stock outstanding giving effect to the public offering.

The Filing Parties have no current intention to convert their shares of Preferred Stock into shares of Common Stock.

(a)

(1) Avista may be deemed to beneficially own in the aggregate 2,386,122 shares of Common Stock, comprised of 412,032 shares of Common Stock and 197,409 shares of the Preferred Stock which are convertible into 1,974,090 shares of Common Stock of the Company, representing approximately 18.9% of the outstanding shares of the Common Stock. Of such shares, Avista has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 412,032 shares of Common Stock and 197,409 shares of the Preferred Stock as a result of the relationships described in paragraph (b) (1) and (2) below.

(2) Avista Offshore may be deemed to beneficially own in the aggregate 1,139,599 shares of Common Stock, comprised of 1,027,469 shares of Common Stock and of 11,213 shares of Preferred Stock which are convertible into 112,130 shares of Common Stock of the Company, representing approximately 10.0% of the outstanding shares of the Common Stock. Of such shares, Avista Offshore has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 1,027,469 shares of Common Stock and 11,213 shares of the Preferred Stock as a result of the relationships described in paragraph (b) (1) and (3) below.

(3) Avista GP may be deemed to beneficially own in the aggregate 3,525,721 shares of Common Stock, comprised of 1,439,501 shares of Common Stock and 208,622 shares of Preferred Stock which are convertible into 2,086,220 shares of Common Stock of the Company, representing approximately 25.6% of the outstanding shares of Common Stock. Of such shares, Avista GP has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 1,439,501 shares of Common Stock and 208,622 shares of the Preferred Stock as a result of the relationships described in paragraphs (b) (1), (2) and (3) below.

(b)

(1) Of the 208,622 shares of Preferred Stock and 1,439,501 shares of Common Stock for which Avista GP has shared voting and dispositive power, none of such shares are held of record by Avista GP, 412,032 shares of Common Stock and 197,409 of such shares of Preferred Stock are held of record by Avista and 1,027,469 shares of Common Stock and 11,213 of such shares of Preferred Stock are held of record by Avista Offshore. Avista GP is the sole general partner of Avista and Avista Offshore and, therefore, may be deemed to be the beneficial owner of the shares of Preferred Stock owned of record by Avista and Avista Offshore.

(2) Of the 412,032 shares of Common Stock and 197,409 shares of Preferred Stock for which Avista has shared voting and dispositive power, all of such shares are held of record by Avista.

(3) Of the 1,027,469 shares of Common Stock and 11,213 shares of Preferred Stock for which Avista Offshore has shared voting and dispositive power, all of such shares are held of record by Avista Offshore.

Each of the Filing Parties expressly disclaims beneficial ownership with respect to any shares of Common Stock covered by this Statement (or shares of Preferred Stock) not owned by it of record.

(c) On May 21, 2007 Avista Offshore purchased 1,000,000 shares of Common Stock in a public offering at $26.32 a share, the public offering price less underwriting discounts and commissions. Avista Offshore paid for the shares out of its available capital.

(d) The right to receive dividends on, and proceeds from the sale of, the shares of Common Stock and Preferred Stock held of record by the applicable Filing Parties and beneficially owned by their respective sole general partner or members, as the case may be, described in paragraphs (a) and (b) above is governed by their respective limited partnership agreements and limited liability regulations, as applicable, of each of such entities, and such dividends or proceeds may be distributed with respect to numerous general and limited partnership or membership interests.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

On May 21, 2006, Avista and Avista Offshore entered into a Stock Purchase Agreement pursuant to which Avista agreed to purchase 769,393 shares of Common Stock from Avista Offshore for a purchase price of $26.32 a share, or an aggregate of $20,250,423.76. Consummation of such purchase of shares is conditioned upon the expiration or termination of any applicable waiting period (and any extension thereof) under the

Hart-Scott-Rodino Antitrust Improvements Act of 1976. A copy of such Stock Purchase Agreement is attached hereto as Exhibit 1.

In connection with the purchase of 1,000,000 shares of Common Stock described above, the Company, Avista and Avista Offshore entered into Amendment No. 1 to Registration Rights Agreement, a copy of which is attached hereto as Exhibit 2.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct.


Dated May 21, 2007	AVISTA CAPITAL PARTNERS, L.P.
	By:	/s/ Ben Silbert
		Name:	Ben Silbert
		Title:	General Counsel

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct.


Dated May 21, 2007	AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.

	By:	AVISTA CAPITAL PARTNERS GP, LLC,
		its general partner

	By:	/s/ Ben Silbert
		Name: Ben Silbert
		Title: General Counsel

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct.


Dated May 21, 2007	AVISTA CAPITAL PARTNERS GP, LLC
	By:	/s/ Ben Silbert
		Name:	Ben Silbert
		Title:	General Counsel

EX-1 2 g07518exv1.htm EX-1 STOCK PURCHASE AGREEMENT EX-1 STOCK PURCHASE AGREEMENT

EXHIBIT 1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of May 21, 2007, by and among Avista Capital Partners (“Buyer”), a Delaware limited partnership, and Avista Capital Partners (Offshore), L.P., a Delaware limited partnership (hereinafter referred to as “Seller”).

WHEREAS, on May 21, 2007, Seller acquired an aggregate of one million (1,000,000) shares of common stock (the “Common Stock”) of Geokinetics Inc. (the “Company”) in connection with a public offering of shares of common stock of the Company which was recently consummated; and

WHEREAS, Seller desires to sell, transfer and assign 769,393 of such shares of Common Stock to Buyer, and Buyer desires to purchase such number of shares of Common Stock from Seller, in each case upon the terms and subject to the conditions hereof;

NOW, THEREFORE, in consideration of the premises and agreements hereinafter set forth, the parties hereto agree as follows:

1. Sale of Shares

Seller hereby agrees to sell, transfer, assign, convey and deliver to Buyer 769,393 shares of Common Stock and Buyer hereby agrees to purchase, accept and acquire such shares of Common Stock from Seller, free and clear of any and all liens, pledges, encumbrances, charges, agreements or claims of any nature whatsoever. The shares of Common Stock to be purchased and sold hereunder are hereinafter referred to as the “Shares”.

2. Consideration for Shares

At the Closing (as hereinafter defined), Buyer shall pay to Seller an amount equal to the number of Shares of Common Stock which Buyer is purchasing from Seller multiplied by $26.32, an aggregate of $20,250,423.76 (the “Purchase Price”)

3. Representations and Warranties of Seller

Seller represents and warrants to Buyer as follows:

(a) Seller has full power, authority, capacity and legal right to execute and deliver this Agreement and to sell the Shares on the terms and conditions described herein and to perform and observe the terms and provisions of this Agreement.

(b) Seller is the record and beneficial owner of the number of the Shares, free and clear of any and all liens, pledges, encumbrances, charges, agreements or claims of any nature whatsoever. Delivery by such Seller of the Shares will convey to Buyer good and marketable title to such Share, free an clear of any and all liens, pledges, encumbrance, charges, agreements or claims of any nature whatsoever.

4. Representations and Warranties of Buyers

Buyer hereby represents and warrants to the Seller as follows:

Buyer has full power, authority and legal right to execute and deliver this Agreement, to purchase the Shares on the terms and conditions described herein and to perform and observe the terms and provisions of the Agreement.

5. Covenants

Buyer shall promptly after the date hereof file a Notification and Report form pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “H-S-R Act”) with respect with respect to this transaction and shall seek an early termination of the waiting period under the H-S-R Act, and Seller shall cooperate with Buyer in connection with making such filing and seeking such early termination.

6. Conditions Precedent to the Obligations of Each Party

The respective obligations of the parties hereto to consummate the transaction contemplated by this Agreement is subject to the expiration or termination of any applicable waiting period (and any extension thereof) under the H-S-R Act to the purchase of the Shares by Buyer pursuant to this Agreement.

7. The Closing

(a) The closing of the purchase and sale of the Shares (herein referred to as the “Closing”) shall take place at a date, time and place mutually agreed by the parties, and in any case no later than the third business day following the satisfaction of the conditions set forth in Section 6.

(b) At the Closing, Seller shall deliver the Shares to Buyer, and Buyer shall deliver the Purchase Price to Seller.

8. General

(a) This Agreement may be amended only by a writing signed by the parties hereto

(b) This Agreement shall be governed and construed in accordance with the laws of the State of New York.

(c) The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(d) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same Agreement and shall have become effective when one or more counterparts have been signed by the Seller and Buyer.

(e) This Agreement shall be binding upon and inure to the benefit of the respective parties’ heirs, successors and assigns.

- 2 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.


	AVISTA CAPITAL PARTNERS, L.P.
	By:	AVISTA CAPITAL PARTNERS GP, LLC,
		its general partner



	By:	/s/ Robert Cabes


	AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.
	By:	AVISTA CAPITAL PARTNERS GP, LLC,
		its general partner



	By:	/s/ Robert Cabes

- 3 -

EX-2 3 g07518exv2.htm EX-2 AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENT EX-2 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

EXHIBIT 2

AMENDMENT NUMBER 1 TO
REGISTRATION RIGHTS AGREEMENT

This AMENDMENT NUMBER 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of May 15, 2007 (the “Amendment”), amends that certain Registration Rights Agreement dated September 8, 2006, among Geokinetics Inc., a Delaware corporation, Avista Capital Partners, L.P., a Delaware limited partnership and Avista Capital Partners (Offshore), L.P., as set forth below. Capitalized terms not otherwise defined herein shall have the meanings specified for such terms in the Agreement.

1. The definition of “Registrable Shares” in the Agreement is hereby amended and restated to read in its entirety as set forth below:

“Registrable Shares” means, at any time, the Common Stock (including, but not limited to, the Common Stock acquired upon conversion of Preferred Stock of the Company) and Preferred Stock of the Company owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, to the extent any determination of the number or percentage of Registrable Shares is made under the terms of this Agreement, all Preferred Stock shall be included with all Common Stock on as converted basis for the purpose of any such determination; provided, further, that Registrable Shares shall not include any shares (i) the sale of which has been registered pursuant to the Securities Act and which shares have been sold pursuant to such registration or (ii) which have been sold pursuant to Rule 144 under the Securities Act.

2. This Amendment shall apply only to the Avista Holders, provided, that Levant America S.A. may elect to become a party to this Amendment by giving written notice of such election in the manner provided in Section 4.1 of the Agreement.

3. In consideration of the inclusion of shares of Common Stock owned by the Avista Holders within the definition of Registrable Securities herein, the Avista Holders hereby waive their right to have any of their shares of Common Stock included within the definition of Registrable Securities under the Registration Rights Agreement dated as of May 2, 2003 among Geokinetics Inc. and the parties named therein and acknowledge that they shall not be entitled to any rights under such Agreement.

4. All other terms and provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first written above.


	GEOKINETICS INC.
	By:	/s/ David A. Johnson
		David A. Johnson
		President and Chief Executive Officer


		AVISTA CAPITAL PARTNERS, L.P.

		By:		AVISTA CAPITAL PARTNERS GP, LLC,
		its general partner

		By:		/s/ Robert Cabes
				Robert Cabes

		Address:
		1000 Louisiana Street, Suite 1200
		Houston, Texas 77002
		Telecopy: (713) 328-1097
		Attention: Robert Cabes

		AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.

		By:		AVISTA CAPITAL PARTNERS GP, LLC,
		its general partner

		By:		/s/ Robert Cabes
				Robert Cabes

		Address:
		1000 Louisiana Street, Suite 1200
		Houston, Texas 77002
		Telecopy: (713) 328-1097
		Attention: Robert Cabes

		Copy to:

				King & Spalding LLP
				1100 Louisiana, Suite 4000
				Houston, Texas 77002
				Telecopy: (713) 751-3290
				Attention: Steve Rubin, Esq.