0000919574-18-006392.txt : 20180928 0000919574-18-006392.hdr.sgml : 20180928 20180928184911 ACCESSION NUMBER: 0000919574-18-006392 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180926 FILED AS OF DATE: 20180928 DATE AS OF CHANGE: 20180928 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITEBOX ADVISORS LLC CENTRAL INDEX KEY: 0001257391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 181095372 BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whitebox Multi-Strategy Partners LP CENTRAL INDEX KEY: 0001452149 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 181095373 BUSINESS ADDRESS: STREET 1: WATERFRONT DRIVE STREET 2: WICKHAM'S CAY 1 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER NAME: FORMER CONFORMED NAME: Whitebox Combined Partners LP DATE OF NAME CHANGE: 20081215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITEBOX GENERAL PARTNER LLC CENTRAL INDEX KEY: 0001650272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 181095374 BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whitebox Credit Partners, L.P. CENTRAL INDEX KEY: 0001311165 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 181095375 BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER NAME: FORMER CONFORMED NAME: Whitebox Credit Arbitrage Partners, L.P. DATE OF NAME CHANGE: 20100928 FORMER NAME: FORMER CONFORMED NAME: Whitebox Hedged High Yield Partners, L.P. DATE OF NAME CHANGE: 20041210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITEBOX ASYMMETRIC PARTNERS LP CENTRAL INDEX KEY: 0001502255 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0210 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35471 FILM NUMBER: 181095376 BUSINESS ADDRESS: STREET 1: 42 NORTH CHURCH ST CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAExploration Holdings, Inc. CENTRAL INDEX KEY: 0001514732 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 274867100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1160 DAIRY ASHFORD RD. STREET 2: SUITE 160 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-258-4400 MAIL ADDRESS: STREET 1: 1160 DAIRY ASHFORD RD. STREET 2: SUITE 160 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: Trio Merger Corp. DATE OF NAME CHANGE: 20110307 4 1 ownership.xml X0306 4 2018-09-26 0 0001514732 SAExploration Holdings, Inc. SAEX 0001257391 WHITEBOX ADVISORS LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS MN 55416 0 0 1 0 0001650272 WHITEBOX GENERAL PARTNER LLC 3033 EXCELSIOR BOULEVARD, SUITE 300 MINNEAPOLIS MN 55416 0 0 1 0 0001452149 Whitebox Multi-Strategy Partners LP ESTERA CORPORATE SERVICES (BVI) LTD. JAYLA PLACE, WICKHAMS CAY 1, BOX 3190 ROAD TOWN, TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001311165 Whitebox Credit Partners, L.P. ESTERA CORPORATE SERVICES (BVI) LIMITED JAYLA PLACE, WICKHAMS CAY 1, BOX 3190 ROAD TOWN, TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001502255 WHITEBOX ASYMMETRIC PARTNERS LP MOURANT OZANNES CORP SVCS (CAYMAN) LTD 94 SOLARIS AVENUE CAMANA BAY, GRAND CAYMAN E9 KY1-1108 CAYMAN ISLANDS 0 0 1 0 6.00% Senior Secured Convertible Notes due 2023 2018-09-26 4 A 0 23900000 23722062.50 A Common Stock 137425 23900000 I See Footnote 6.00% Senior Secured Convertible Notes due 2023 2018-09-26 4 A 0 15103000 14986194.38 A Common Stock 86842 15103000 D 6.00% Senior Secured Convertible Notes due 2023 2018-09-26 4 A 0 5071000 5035751.10 A Common Stock 29158 5071000 D 6.00% Senior Secured Convertible Notes due 2023 2018-09-26 4 A 0 3726000 3700117.02 A Common Stock 21424 3726000 D The number of shares assumes that SAEXPLORATION Holdings, Inc.'s (the "Issuer") 6.00% Senior Secured Convertible Notes due 2023 (the "Convertible Notes") are converted at a conversion rate of 173.91304 shares of common stock, par value $0.0001 per share ("Common Stock") per $1,000 principal amount of Convertible Notes (with shares of Common Stock rounded down in lieu of any fractional shares). However, upon conversion of the Convertible Notes, the settlement of the conversion right may, at the option of the Issuer, be in the form of shares of Common Stock, cash or a combination of cash and shares of Common Stock in amounts determined in accordance with the indenture for the Convertible Notes and therefore there can be no certainty that the Convertible Notes could be converted into the number of shares provided in column 7. (continued from Footnote 1) Reference is made to the indenture for the Convertible Notes as executed by the Reporting Persons (the "Convertible Notes Indenture"). The Reporting Persons do not acknowledge that the Convertible Notes are derivative securities for purposes of Section 16 of the Exchange Act. The Convertible Notes are convertible at the election of the holder into shares of Common Stock at any time prior to the close of business on the second business day immediately preceding the maturity date for the Convertible Notes as specified in the Convertible Notes Indenture. The Convertible Notes are directly beneficially owned by Whitebox Multi-Strategy Partners, LP ("WMP"), Whitebox Asymmetric Partners, LP ("WAP") and Whitebox Credit Partners, LP ("WCP") (together, the "Private Funds") and may be deemed to be beneficially owned by (a) Whitebox Advisors LLC by virtue of its role as the investment manager of the Private Funds, and (b) Whitebox General Partner LLC by virtue of its role as the general partner of the Private Funds. Each of the Reporting Persons disclaim beneficial ownership of the reported Convertible Notes except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Convertible Notes are directly beneficially owned by WMP. The Convertible Notes are directly beneficially owned by WCP. The Convertible Notes are directly beneficially owned by WAP. WHITEBOX ADVISORS LLC By: /s/ Mark Strefling, Chief Executive Officer 2018-09-28 Whitebox General Partner LLC By: /s/ Mark Strefling, Chief Executive Officer 2018-09-28 WHITEBOX MULTI-STRATEGY PARTNERS, LP, By: Whitebox General Partner LLC, By: /s/Mark Strefling, Whitebox Advisors LLC, Chief Eexecutive Officer 2018-09-28 WHITEBOX CREDIT PARTNERS, LP By: Whitebox General Partner LLC, /s/ Mark Strefling, Chief Executive Officer 2018-09-28 Whitebox Asymmetric Partners, LP, By: Whitebox General Partner LLC, By: /s/ Mark Strefling, Chief Executive Officer 2018-09-28