GEOKINETICS INC.

0000950144-07-006650.txt : 20070718 0000950144-07-006650.hdr.sgml : 20070718 20070718122724 ACCESSION NUMBER: 0000950144-07-006650 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070718 DATE AS OF CHANGE: 20070718 GROUP MEMBERS: AVISTA CAPITAL PARTNERS (OFFSHORE), L.P. GROUP MEMBERS: AVISTA CAPITAL PARTNERS GP, L.L.C. 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: 07985998 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 g08407sc13dza.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. 4 )*

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

June 28, 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):

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

3,177,455
(See Item 5)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

3,177,455
(See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,177,455 (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):

25.9%

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):

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

348,266
(See Item 5)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

348,266
(See Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

348,266 (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):

3.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		372910-10-9

NAMES OF REPORTING PERSONS:

Avista Capital Partners GP, L.L.C.

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

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

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):

28.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Item 1. Security and Issuer.

This Amendment No. 4 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, L.L.C., (“Avista GP”) and the Amendment No. 3 (“Amendment No. 3”) filed on May 15, 2007, 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, Amendment No. 2 and/or Amendment No. 3.

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

On June 28, 2007 Avista purchased 791,333 shares of Common Stock from Avista Offshore at $26.32 per share, completing the transaction contemplated by that certain Stock Purchase Agreement, dated May 15, 2007, as amended by that certain Amendment No. 1 to Stock Purchase Agreement, dated June 23, 2007 (“SPA Amendment No. 1”), as more fully described in Item 5 below. Avista 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 10,311,060 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 3,177,455 shares of Common Stock, comprised of 1,203,365 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 25.9% 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 1,203,365 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 348,266 shares of Common Stock, comprised of 236,136 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 3.3% 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 236,136 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 28.4% 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, 1,203,365 shares of Common Stock and 197,409 of such shares of Preferred Stock are held of record by Avista and 236,136 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 1,203,365 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 236,136 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 June 28, 2007 Avista purchased 791,333 shares of Common Stock from Avista Offshore at $26.32 per share, completing the transaction contemplated by that certain Stock Purchase Agreement, dated May 15, 2007, as amended by SPA Amendment No.1. Avista 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 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. On June 23, 2007, Avista and Avista Offshore entered into SPA Amendment No. 1, where the parties amended certain terms of the Stock Purchase Agreement, dated May 15, 2007. Pursuant to SPA Amendment No. 1, Avista agreed to purchase 791,333 shares of Common Stock from Avista Offshore for a purchase price of $26.32 a share, or an aggregate of $20,827,884.56. A copy of SPA Amendment No. 1 is attached hereto as Exhibit 1. Such transaction was completed June 28, 2007.

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 July 16, 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 July 16, 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 July 16, 2007	AVISTA CAPITAL PARTNERS GP, LLC
	By:	/s/ Ben Silbert
		Name:	Ben Silbert
		Title:	General Counsel

EX-1 2 g08407exv1.htm EX-1 AMENDMENT NO.1 TO STOCK PURCHASE AGREEMENT EX-1 AMENDMENT NO.1 TO STOCK PURCHASE AGREEMENT

EXHIBIT 1

AMENDMENT NO. 1 to
STOCK PURCHASE AGREEMENT

AMENDMENT NO. 1 to STOCK PURCHASE AGREEMENT, dated as of June 23, 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”). Reference is hereby made to that certain Stock Purchaser Agreement, dated as of May 21, 2007 (the “Stock Purchase Agreement”), between Buyer and Seller. Capitalized terms not otherwise defined shall have the meaning specified for such terms in the Stock Purchase Agreement.

A. Section 1 of the Stock Purchase Agreement is hereby amended and restated to read in its entirety as follows:

1. Sale of Shares

Seller hereby agrees to sell, transfer, assign, convey and deliver to Buyer 791,333 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”.

B. Section 2 of the Stock Purchase Agreement is hereby amended and restated to read in its entirety as follows:

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 $20,827,884.56 (the “Purchase Price”).

C. The parties acknowledge and agree that the condition specified in Section 6 of the Stock Purchase Agreement has been satisfied, and that the Closing shall occur as soon as practicable.

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

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/ Ben Silbert


AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.

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

	By:	/s/ Ben Silbert